DEF 14A of Replimune Group, Inc., Jul 26, 2023

DEF 14A of Replimune Group, Inc.

Filed Jul 26, 2023 · FY20230001104659-23-084367

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS In accordance with Replimune’s certificate of incorporation and bylaws, each as amended and currently in effect, the Board is divided into three classes of directors of approximately equal size. The members of each class of directors are elected to serve a three-year term with the term of office of each class ending in successive years. Paolo Pucci and Sander Slootweg are the Class II directors whose terms expire at the Annual Meeting. Additionally, the term of office of Veleka Peeples-Dyer, who was appointed as a director by the Board on June 1, 2023 to fill a vacancy resulting from the Board’s decision on March 8, 2023 to increase the size of the Board from nine members to ten, also expires at the Annual Meeting. As previously disclosed, Mr. Slootweg notified the Company that he will not stand for reelection to the Board when his term expires at the Annual Meeting. Each of Paolo Pucci and Veleka Peeples-Dyer has been nominated for, and has agreed to stand for, election to the Board to serve as a Class II director of Replimune for three years until the 2026 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal. It is intended that, unless you give contrary instructions, shares represented by proxies will be voted for the election of each of the two nominees listed above as director nominees. Replimune has no reason to believe that any nominee will be unable to serve. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to each director nominee, including his or her period of service as a director of Replimune, principal occupation and other biographical material, is included below. A plurality of the votes cast at the meeting will be required for the election of the Class II director nominees. The two nominees for director with the highest number of affirmative votes at the Annual Meeting will be elected as directors of Replimune. Broker non-votes and votes withheld will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE NOMINEES FOR CLASS II DIRECTOR.

  2. (PROPOSAL NO. 1)

    (PROPOSAL NO. 1)

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  4. Board Composition and Structure

    Board Composition and Structure Our certificate of incorporation and bylaws, each as amended and currently in effect, state that our Board will consist of a number of directors that will be fixed exclusively by the Board from time to time in accordance with the bylaws of the Company. Each director holds office until his or her successor is duly elected and qualified or until his or her death, incapacity, resignation or removal. Our certificate of incorporation, as amended and currently in effect, provides that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of our capital stock entitled to vote in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose. Any vacancy in the Board, including a vacancy that results from an increase in the number of directors, may be filled only by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director. Our certificate of incorporation, as amended and currently in effect, provides that our Board is divided into three classes of directors, with the classes of approximate equal size. Each of our directors identified below serves in the class indicated opposite such director’s name. Subject to any earlier resignation or removal in accordance with the terms of our certificate of incorporation and bylaws, each as amended and currently in effect, our current Class I directors will serve until the 2025 Annual Meeting of Stockholders; our current Class II directors, if elected, will serve until the 2026 Annual Meeting of Stockholders; and our current Class III directors will serve until the 2024 Annual Meeting of Stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by our Board. Our Board is currently composed of ten members. Below is a list of the names, ages as of July 17, 2023 and classification of the individuals who currently serve as our directors and will continue to serve after the Annual Meeting or are nominees to be elected at the Annual Meeting.

  5. Board Composition and Structure

    | Name | Age | Position(s) | Class | | Philip Astley-Sparke | 51 | Chief Executive Officer and Director | I | | Robert Coffin, Ph.D. | 58 | President, Chief Research & Development Officer and Director | III | | Kapil Dhingra, M.B.B.S.(1)(2) | 63 | Director | I | | Hyam Levitsky, M.D.(2)(3) | 65 | Director | III | | Christy Oliger(2)(4) | 53 | Director | I | | Veleka Peeples-Dyer(3)(4)(5) | 51 | Director | II | | Paolo Pucci(1)(2)(3) | 62 | Director | II | | Joseph Slattery(1)(4) | 58 | Director | I | | Dieter Weinand(4) | 62 | Director | III |

  6. Board Composition and Structure

    (1) Member of the Compensation Committee. (2) Member of the Research & Development Committee. (3) Dr. Levitsky and Mr. Pucci served as members of the Nominating and Corporate Governance Committee for all periods during the fiscal year ended March 31, 2023. Jason Rhodes served as a member of the Nominating and Corporate Governance Committee for the period ending on May 31, 2022, the date on which he tendered his resignation from the Board and each committee thereof on which he served, effective immediately. To fill the void left by Mr. Rhodes’ resignation, Mr. Slootweg was appointed to serve as a member of the Nominating and Corporate Governance Committee on June 8, 2022. On July 17, 2023, Ms. Peeples-Dyer was appointed as a member of the Nominating and Corporate Governance Committee effective as of immediately following the Annual Meeting to serve in the place of Mr. Slootweg whose membership on the Board will expire at such meeting. Messrs. Slattery and Weinand and Ms. Oliger served as members of the Audit Committee for all periods during the fiscal year ended March 31, 2023. Mr. Weinand served as a member of the Audit Committee until June 1, 2023, on which date Ms. Peeples-Dyer was appointed to serve in his place. Effective as of June 1, 2023, Ms. Peeples-Dyer was unanimously appointed as a member of the Board by the members of the Board then in office to fill a vacancy resulting from the board’s decision on March 8, 2023, to increase the size of the Board from nine members to ten. While Ms. Peeples-Dyer does not currently serve as a Class II director, she has been nominated for election as a Class II director at the Annual Meeting.

  7. Recent Board Composition Changes

    Recent Board Composition Changes On March 8, 2023, upon the recommendation of our Nominating and Corporate Governance Committee, our Board increased the size of the Board from nine to ten and, on June 1, 2023, filled the newly created vacancy on the Board by appointing Veleka Peeples-Dyer as a director.

  8. Classified Board

    Classified Board In consultation with our Nominating and Corporate Governance Committee, the Board has determined that the classified board structure remains appropriate at this time. A classified board provides for stability, continuity and experience among our Board. Further, the Board believes that building a cohesive board is an important goal. In our industry in particular, long-term focus is critical. The time horizon required for successful development of biologics makes it vital that we have a board that understands the implications of this process and has the ability to develop and implement long-term strategies while benefiting from an in-depth knowledge of our business and operations. A classified board structure helps to ensure that there will be the continuity and stability of leadership required to navigate a challenging development environment while resisting the pressure to focus on short-term results at the expense of our long-term value and success. Our future success depends in significant part on the ability to attract and retain capable and experienced directors. In this regard, we believe that longer terms for our directors enhances director independence from both management and stockholder special interest groups.

  9. Director Biographies

    Director Biographies Information concerning our continuing directors and director nominees is set forth below. The biographical description of each continuing director and director nominee includes the specific experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director.

  10. Class II Directors (Nominees Standing for Re-Election at the Annual Meeting)

    Class II Directors (Nominees Standing for Re-Election at the Annual Meeting)

  11. Paolo Pucci

    Paolo Pucci Mr. Paolo Pucci has been a member of our Board since April 2020. From 2008 until its acquisition by Merck & Co. in January 2020, Mr. Pucci served as the Chief Executive Officer of ArQule, Inc., a biopharmaceutical oncology and rare diseases company engaged in the research and development of targeted therapeutics. Before joining ArQule, Inc., Mr. Pucci worked at Bayer AG from 2001 to 2008, where he served in a number of leadership capacities, including President of the Oncology & Global Specialty Medicines Business Units, and was a member of the Bayer AG Pharmaceuticals Global Management Committee. Before Bayer AG, Mr. Pucci held positions of increasing responsibility with Eli Lilly & Co. from July 1991 to April 2001, culminating with his appointment as Managing Director, Eli Lilly Sweden AB. Mr. Pucci currently serves on the boards of directors of West Pharmaceuticals Services, Inc. and Merus N.V. each of which are publicly listed companies. He is also a director at the privately held company AION Healthspan. Mr. Pucci previously served on the boards of directors of ArQule, Inc., Algeta ASA, until its acquisition by Bayer AG, Dyax Inc., until its acquisition by Shire plc, NewLink Genetics Inc. and Trillium Therapeutics, Inc., until its acquisition by Pfizer Inc. Mr. Pucci earned an M.S. in economics and accounting from Università degli Study di Napoli Federico II and an M.B.A. in marketing and finance from the University of Chicago. We believe Mr. Pucci is qualified to serve on our Board because of his extensive leadership experience, his experience serving on the boards of biotechnology companies and his experience in management roles at life sciences companies.

  12. Veleka Peeples-Dyer

    Veleka Peeples-Dyer Ms. Veleka Peeples-Dyer joined our Board in June 2023. Ms. Peeples-Dyer has served as a strategic enterprise leader with over 24 years experience in the life sciences industry serving as in-house counsel for leading biopharmaceutical companies and outside counsel to global life sciences clients through her partnerships at prominent life sciences law firms, including as the Chair of the North American Food and Drug practice and Co-Chair of the Global Regulatory Group at Baker McKenzie, a top ten global life sciences firm. Throughout her career in the life sciences industry, including executive appointments as Chief Legal Officer, Chief Compliance Officer and Corporate Secretary, Ms. Peeples-Dyer has provided business, legal and compliance advice and counsel on a wide variety of matters, including Food and Drug Administration (FDA) regulatory, global compliance, business development, clinical trials, quality, manufacturing, commercialization and other corporate matters. Ms. Peeples-Dyer is currently on the Advisory Board of Syridex Bio, a life sciences impact investment firm dedicated to the acceleration of health equity through focusing on investing in therapies for diseases that disproportionately affect underserved populations. Ms. Peeples-Dyer holds a Bachelor’s degree in Political Science from Hampton University and a Juris Doctor degree from the University of South Carolina School of Law. We believe Ms. Peeples-Dyer is qualified to serve on our Board because of her significant experience serving as a legal and strategic advisor to biopharmaceutical and life sciences companies and her extensive knowledge of the regulatory compliance issues facing such companies.

  13. Current Directors Not Standing for Re-Election at the Annual Meeting

    Current Directors Not Standing for Re-Election at the Annual Meeting

  14. Philip Astley-Sparke

    Philip Astley-Sparke Mr. Philip Astley-Sparke is one of our co-founders and has served as a member of our Board since our formation in 2015 and as our Chief Executive Officer since January 2020. Previously, Mr. Astley-Sparke served as our Executive Chairman from our formation in 2015 to January 2020. Mr. Astley-Sparke currently serves on the board of Forbion European Acquisition Corp. From 2016 until June 2021, Mr. Astley-Sparke served as Chairman of uniQure N.V., a Nasdaq-listed gene therapy company. From 2013 to 2015, Mr. Astley-Sparke served as uniQure N.V.’s President of U.S. operations, where he established its U.S. infrastructure. Mr. Astley-Sparke served as Vice President and General Manager at Amgen, Inc. until December 2011, following Amgen Inc.’s acquisition of BioVex Group, Inc. in March 2011. Mr. Astley-Sparke was previously President and Chief Executive Officer of BioVex Group, Inc. Prior to BioVex Group, Inc., Mr. Astley-Sparke was a healthcare investment banker at Chase H&Q and qualified as a Chartered Accountant with Arthur Andersen LLP. Mr. Astley-Sparke has been a Venture Partner at Forbion Capital Partners, a venture capital fund, since May 2012 and previously served as Chairman of the board of directors of Oxyrane Limited, a biotechnology company, from 2012 to 2020. Mr. Astley-Sparke received a B.Sc. in Cellular and Molecular Pathology from Bristol University. We believe Mr. Astley-Sparke is qualified to serve on our Board because of his extensive knowledge of our Company based on his role as co-founder and Chief Executive Officer and his extensive financial and leadership experience. Robert Coffin, Ph.D. Dr. Robert Coffin is one of our co-founders and has served as a member of our Board since our formation in 2015 and as our President and Chief Research & Development Officer since January 2020. Previously, Dr. Coffin served as our President and Chief Executive Officer from our formation in 2015 to January 2020. From 2013 to 2015, Dr. Coffin served as a consultant for a number of biotechnology companies. From 2011 to 2013, Dr. Coffin served as Vice President of Global Development at Amgen, Inc. In 1999, Dr. Coffin co-founded BioVex Group, Inc., a spin out from his research group at University College London. Dr. Coffin served as the Chief Technology Officer of BioVex Group, Inc. until it was acquired by Amgen, Inc. in 2011. During his time at BioVex Group, Inc., Dr. Coffin invented all BioVex Group, Inc. products and oversaw all research and clinical development, including bringing T-Vec into two pivotal Phase 3 clinical trials. Dr. Coffin was awarded a Ph.D. in Virology from Imperial College London prior to his move to University College London in 1991. We believe Dr. Coffin is qualified to serve on our Board due to his prior experience developing an oncolytic immunotherapy and his extensive knowledge of our Company based on his role as co-founder and President and Chief Research & Development Officer. Kapil Dhingra, M.B.B.S. Dr. Kapil Dhingra has been a member of our Board since 2017. Dr. Dhingra currently serves as the Managing Member of KAPital Consulting, LLC, a healthcare consulting firm that he founded in 2008. Dr. Dhingra also currently serves on the boards of directors of LAVA Therapeutics B.V., where he has served as Chairman since 2021, Black Diamond Therapeutics, Inc., a Nasdaq-listed precision oncology medicine company since January 2021, Median Technologies Inc., since 2017, and Autolus Therapeutics plc, a Nasdaq-listed biopharmaceutical company since 2014. Dr. Dhingra previously served as a member of the boards of directors of Five Prime Therapeutics Inc., until its acquisition by Amgen, Inc., Micromet, Inc., until its acquisition by Amgen, Inc., Advanced Accelerator Applications S.A., until its acquisition by Novartis AG, and YM Biosciences Inc., until its acquisition by Gilead Sciences, Inc., each of which was a public company during Dr. Dhingra’s service as a director. From 1999 to 2008, Dr. Dhingra worked at F. Hoffmann-La Roche & Co. where he served as Vice President, Head of the Oncology Disease Biology Leadership Team and Head of Oncology Clinical Development. From 2000 to 2008, he held a Clinical Affiliate appointment at Memorial Sloan Kettering Cancer Center. From 1996 to 1999, Dr. Dhingra worked at Eli Lilly & Co. where he served as Senior Clinical Research Physician. Dr. Dhingra also served as a Clinical Associate Professor of Medicine at the Indiana University School of Medicine from 1997 to 1999. Prior to Eli Lilly & Co., Dr. Dhingra was a member of the faculty of M.D. Anderson Cancer Center from 1989 to 1996. Dr. Dhingra received his M.B.B.S. from the All India Institute of Medical Sciences in New Delhi, India. He completed his residency in Internal Medicine at Lincoln Medical and Mental Health Center and New York Medical College and completed his fellowship in Hematology and Oncology at Emory University School of Medicine. We believe Dr. Dhingra is qualified to serve on our Board due to his significant experience as a healthcare consultant, his biotechnology company board experience, and his experience as a senior officer of F. Hoffmann-La Roche & Co. and Eli Lilly & Co.

  15. Christy Oliger

    Christy Oliger Ms. Christy Oliger has been a member of our Board since 2021. She has served as a member of the board of directors of Karyopharm Therapeutics Inc., a pharmaceutical company, Reata Pharmaceuticals, Inc., a biopharmaceutical company, and LAVA Therapeutics, a clinical-stage immuno-oncology company, since August 2020, June 2021 and March 2023, respectively. She Served as a member of the board of directors of Sierra Oncology, Inc., a late stage biopharmaceutical company from June 2021 until June 2022 when the company was Acquired by GSK. Previously, Ms. Oliger was Senior Vice President of the Oncology Business Unit at Genentech, Inc., a biopharmaceutical company, responsible for all commercial activities in the U.S. Ms. Oliger spent two decades with Genentech from 2000 to 2020, holding a number of leadership roles including Senior Vice President, IMPACT Business Unit; Vice President, Pharma Portfolio Management; Vice President, Portfolio Planning and Vice President, Hematology Marketing and Sales. Prior to Genentech, Ms. Oliger held management positions at Schering-Plough. Ms. Oliger holds a bachelor’s degree in Economics from the University of California at Santa Barbara. We believe that Ms. Oliger is qualified to serve on our Board due to her extensive experience in commercial and portfolio management roles at biopharmaceutical companies.

  16. Joseph Slattery

    Joseph Slattery Mr. Joseph Slattery has been a member of our Board since 2017. He previously served as our lead independent director from March 2019 until March 31, 2020. He served as Executive Vice President and Chief Financial Officer of Asensus Surgical, Inc. from October 2013 through December 2019. From 2010 to 2013, Mr. Slattery served as Executive Vice President and Chief Financial Officer at Baxano Surgical, Inc. Previously, from 1996 to 2007, Mr. Slattery served in various roles of increasing responsibility at Digene Corporation, including as Chief Financial Officer and Senior Vice President of Finance and Information Systems from 2006 to 2007. Mr. Slattery serves on the boards of directors of Morphic Therapeutic, Inc. and CVRx Inc., and he previously served as a director of Omega Alpha SPAC, Baxano Surgical, Inc., Exosome Diagnostics, Inc. and Micromet, Inc. Mr. Slattery received a B.S. in Accounting from Bentley University and is a certified public accountant. We believe Mr. Slattery is qualified to serve on our Board based on his experience in public accounting and financial expertise. Hyam Levitsky, M.D. Dr. Hyam Levitsky has been a member of our Board since May 2018. Since May 2019, Dr. Levitsky has served as President, Research and Development at Century Therapeutics, Inc., a Nasdaq-listed biotechnology company. Dr. Levitsky served as Executive Vice President and Chief Scientific Officer at Juno Therapeutics, Inc. from 2015 to 2018 and was Head of Cancer Immunotherapy Experimental Medicine at F. Hoffmann-La Roche & Co. from 2011 to 2015. Previously, Dr. Levitsky was Professor of Oncology, Medicine, and Urology at The Johns Hopkins University School of Medicine and the Sidney Kimmel Comprehensive Cancer Center in Baltimore, MD where he began as an Assistant Professor of Oncology in 1991 and rose to Professor in 2002. At The Johns Hopkins University, Dr. Levitsky served as Scientific Director of the George Santos Bone Marrow Transplant Program from 2005 to 2011. He served on the External Scientific Advisory Board of the Pasteur Institute’s Center for Human Immunology from 2008 to 2010. Dr. Levitsky holds a number of honors including being named a Stohlman Scholar by the Leukemia and Lymphoma Society in 2002, and was elected as a member of the American Society for Clinical Investigation in 2002. Dr. Levitsky received a B.S. from the University of Pennsylvania School of Engineering and Applied Science in 1980 and an M.D. from The Johns Hopkins University School of Medicine in 1984. We believe Dr. Levitsky is qualified to serve on our Board because of his experience in management roles at life sciences companies and extensive academic and professional background in the fields of oncology and immunology.

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We pay our non-employee directors retainers in cash. We do not pay any compensation to our employee directors in connection with their service on our Board. The compensation that we pay to our employee directors is discussed in the “Executive Compensation” section of this Proxy Statement. For the fiscal year ended March 31, 2023, each non-employee director other than the Chairman of the Board received an annual retainer fee of $40,000 paid in quarterly installments. The Chairman of the Board received an annual retainer fee of $71,500 paid in quarterly installments. In addition, non-employee directors received the following, as applicable:

  18. DIRECTOR COMPENSATION

    | Non-Employee Director | Annual Fee | | Chairperson of the Audit Committee | $15,000 | | Member of the Audit Committee (other than chairperson) | $7,500 | | Chairperson of the Compensation Committee | $12,000 | | Member of the Compensation Committee (other than chairperson) | $6,000 | | Chairperson of the Nominating and Corporate Governance Committee | $10,000 | | Member of the Nominating and Corporate Governance Committee (other than chairperson) | $5,000 | | Chairperson of the Research & Development Committee | $12,000 | | Member of the Research & Development Committee (other than chairperson) | $6,000 |

  19. DIRECTOR COMPENSATION

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings. On April 1 of each year, each continuing non-employee director who has served on the Board is eligible to receive an option grant to purchase shares of our common stock under our 2018 Omnibus Incentive Compensation Plan. On April 1, 2022 and 2023, we awarded each continuing non-employee director, other than Dieter Weinand, options to purchase up to 16,500 and 22,500 shares of our common stock, respectively. On April 1, 2022 and 2023, we awarded Dieter Weinand options to purchase up to 24,750 and 37,800 shares of our common stock, respectively. The unvested option to purchase 16,500 shares of our common stock granted to Mr. Rhodes on April 1, 2022, was automatically terminated and cancelled on May 31, 2022 upon his resignation from the Board. The unvested option to purchase 22,500 shares of our common stock granted to Mr. Slootweg on April 1, 2023, will be automatically terminated and cancelled upon the expiration of his membership on the Board at the Annual Meeting. Except for the initial options granted to each of Ms. Oliger and Ms. Peeples-Dyer as described in the following paragraph, all options held by our current Board members have vested or will vest in full upon the one-year anniversary of the date of grant. In addition, in connection with the appointment of Ms. Oliger and Ms. Peeples-Dyer as members of our Board, Ms. Oliger and Ms. Peeples-Dyer were granted options to purchase up to 33,000 and 50,400, respectively, shares of our common stock on December 1, 2021 and June 1, 2023, respectively. Twenty-five percent (25%) of the shares underlying such options vest (or in the case of Ms. Oliger, vested) on the one-year anniversary of the respective date of grant and the remainder of the shares underlying such options vest (or have vested) in twenty-four (24) approximately equal monthly installments thereafter. The exercise price for the options granted to Ms. Oliger and Ms. Peeples-Dyer is equal to the closing price of our common stock on the respective date of grant. Each of the above grants was, and each annual grant going forward will be, subject to approval by our Board at the time of grant. The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended March 31, 2023:

  20. DIRECTOR COMPENSATION

    | Name(1) | Fees earned in cash ($)(2) | Option Awards ($)(3) | Total ($) | | Kapil Dhingra, M.B.B.S. | 58,000 | 194,959 | 252,959 | | Hyam Levitsky, M.D. | 57,000 | 194,959 | 251,959 | | Christy Oliger | 53,500 | 194,959 | 248,459 | | Paolo Pucci | 57,000 | 194,959 | 251,959 | | Jason Rhodes(4) | 8,334 | 194,959 | 203,293 | | Joseph Slattery | 61,000 | 194,959 | 255,959 | | Sander Slootweg | 40,000 | 194,959 | 234,959 | | Dieter Weinand | 79,000 | 292,439 | 371,439 |

  21. DIRECTOR COMPENSATION

    (1) Veleka Peeples-Dyer is not included in this table because she did not serve as a non-employee director during the fiscal year ended March 31, 2023. (2) Amounts represent cash compensation earned for services rendered by each non-employee director for the fiscal year ended March 31, 2023. (3) Amounts shown reflect the grant date fair value of options awarded during the fiscal year ended March 31, 2023, determined in accordance with the Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation — Stock Compensation. Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements in our Annual Report on Form 10-K for the year ended March 31, 2023. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (4) Jason Rhodes was granted an option to purchase 16,500 shares of our common stock on April 1, 2022. Pursuant to our 2018 Omnibus Incentive Compensation Plan, the option granted to Mr. Rhodes was automatically terminated and cancelled on May 31, 2022 upon his resignation from the Board. The following table sets forth, as of March 31, 2023, the aggregate number of exercisable and unexercisable option awards outstanding held by our non-employee directors at that time:

  22. DIRECTOR COMPENSATION

    | | Option Awards | | | Name(1) | Exercisable | Unexercisable | | Kapil Dhingra, M.B.B.S. | 175,210 | 16,500 | | Hyam Levitsky, M.D. | 73,500 | 16,500 | | Christy Oliger | 11,343 | 38,157 | | Paolo Pucci | 48,467 | 17,533 | | Jason Rhodes(2) | 0 | 0 | | Joseph Slattery | 92,389 | 16,500 | | Sander Slootweg(3) | 60,000 | 16,500 | | Dieter Weinand | 90,000 | 24,750 |

  23. DIRECTOR COMPENSATION

    (1) Veleka Peeples-Dyer is not included in this table because she did not serve as a non-employee director during the fiscal year ended March 31, 2023. (2) Does not include the option to purchase 16,500 shares of our common stock that was granted to Mr. Rhodes on April 1, 2022, which was automatically terminated and cancelled on May 31, 2022, the date of Mr. Rhode’s resignation from our Board. As of May 31, 2022, the date of his resignation from our Board, Mr. Rhodes held vested options to purchase up to 60,000 shares of our common stock, of which 43,500 were exercised on August 18, 2022 and the remaining 16,500 automatically terminated on August 28, 2022. On April 1, 2023 Mr. Slootweg was granted an option to purchase up to 22,500 shares of our common stock. As of the expiration of his membership on the Board at the Annual Meeting, such option will be unvested and, accordingly, will be automatically terminated and cancelled.

  24. Summary Compensation Table

    Summary Compensation Table The following table sets forth information about compensation awarded or paid to our named executive officers for the fiscal years ending March 31, 2022 and 2023.

  25. Summary Compensation Table

    | Name and Principal Position | Year | Base Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Philip Astley-Sparke | 2023 | 624,000 | — | 1,278,200 | 1,295,070 | 449,280 | — | 3,646,550 | | Chief Executive Officer | 2022 | 600,000 | — | 2,697,406 | 2,788,372 | 280,500 | — | 6,366,277 | | Jean Franchi(3) | 2023 | 464,500 | — | 958,650 | 971,303 | 213,670 | — | 2,608,123 | | Chief Financial Officer and Treasurer | | | | | | | | | | Sushil Patel(4) | 2023 | 447,000 | — | 958,650 | 971,303 | 205,620 | 12,430 | 2,595,003 | | Chief Strategy Officer | 2022 | 394,167 | — | 3,246,238 | 3,150,038 | 152,650 | 9,527 | 6,952,619 |

  26. Summary Compensation Table

    (1) The amounts reported in this column reflect the full grant date fair value for awards granted during each of the fiscal years ended March 31, 2022 and 2023. The grant date fair value was computed in accordance with Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The assumptions we used in valuing options are described in Note 10 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2023. (2) The amounts reported in this column represent bonuses based upon the achievement of company and individual performance objectives relative to company- and individual-target goals for each of the fiscal years ended March 31, 2022 and 2023, which were paid in April 2022 and April 2023, respectively. (3) Ms. Franchi was not a named executive officer for the fiscal year ended March 31, 2022. On May 18, 2023, Replimune announced that Ms. Franchi resigned from her position as the Company’s Chief Financial Officer, effective as of June 2, 2023. In connection with Ms. Franchi’s transition, the Board of Directors of the Company designated Andrew Schwendenman, the Company’s former Vice President of Finance, to serve as the Company’s Chief Accounting Officer effective as of May 18, 2023. (4) Mr. Patel joined the Company as its full-time Chief Commercial Officer on May 3, 2021 (he later transitioned to Chief Strategy Officer in December 2022). The reported compensation for the fiscal year ending March 31, 2022 reflects compensation actually received during such fiscal year. During the fiscal years ended March 31, 2022 and 2023, Mr. Patel received $9,527 and $12,430, respectively, in additional compensation in connection with the Company’s contribution to his 401(k) plan. Our executive compensation philosophy is to generally provide compensation and benefit levels that will attract, retain, motivate and reward a highly talented executive team within the context of responsible cost management; establish a direct link between our individual/team performance and results and our executives’ compensation; and align the interests and objectives of our executives with those of our stockholders by linking executive equity awards to stockholder value creation. The compensation philosophy for our executive officers is composed primarily of the following three main components: base salary, annual cash incentives and long-term equity incentives. As part of our annual evaluation of executive compensation, we have engaged Pearl Meyer, an independent executive compensation consultant, to provide advice and recommendations relating to our executive officer compensation arrangements. Pearl Meyer assisted the Compensation Committee in evaluating our executive officer compensation for alignment with governance and market best practices, and to provide recommendations on the appropriate compensation philosophy to guide the Compensation Committee in determining executive officer compensation.

  27. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information about outstanding equity awards held by each of our named executive officers at March 31, 2023.

  28. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Experation Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested | | Philip Astley-Sparke | 89,521 | 0 | 3.30 | 7/26/2027 | — | — | | | 140,000 | 0 | 15.00 | 7/19/2028 | — | — | | | 149,856 | 3,194(2) | 15.50 | 4/1/2029 | — | — | | | 193,210 | 71,790(3) | 9.78 | 4/1/2030 | — | — | | | 61,393 | 66,732(4) | 31.58 | 4/1/2031 | — | — | | | 0 | 105,000(5) | 18.26 | 4/1/2032 | — | — | | | — | — | — | — | 64,062(6) | 2,023,078 | | | — | — | — | — | 70,000(7) | 1,278,200 |

  29. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Experation Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested | | Jean Franchi | 106,250 | 33,750(8) | 14.08 | 12/9/2029 | — | — | | | 41,066 | 15,284(3) | 9.78 | 4/1/2030 | — | — | | | 33,086 | 35,964(4) | 31.58 | 4/1/2031 | — | — | | | 0 | 78,750(5) | 18.26 | 4/1/2032 | — | — | | | — | — | — | — | 34,527(6) | 1,090,363 | | | — | — | — | — | 52,500(7) | 958,650 | | Sushil Patel | 57,291 | 67,709(9) | 36.75 | 5/3/2031 | — | — | | | 0 | 78,750(5) | 18.26 | 4/1/2032 | — | — | | | — | — | — | — | 66,250(6) | 2,434,688 | | | — | — | — | — | 52,500(7) | 958,650 |

  30. Outstanding Equity Awards at Fiscal Year End

    Upon an option holder’s termination of employment on account of the option holder’s death or disability, these options expire on the first anniversary of the option holder’s termination. If an option holder’s employment terminates for any other reason, these options expire either sixty or ninety days after the option holder’s termination, as provided pursuant to the equity incentive under which such options were awarded. (2) 25% of the shares underlying this stock option vested on April 1, 2020 and the remainder of the shares underlying this stock option vested in approximately equal monthly installments thereafter until April 1, 2023. (3) 25% of the shares underlying this stock option vested on April 1, 2021 and the remainder of the shares underlying this stock option vested and will continue to vest in approximately equal monthly installments thereafter until April 1, 2024. (4) 25% of the shares underlying this stock option vested on April 1, 2022 and the remainder of the shares underlying this stock option vested and will continue to vest in approximately equal monthly installments thereafter until April 1, 2025. (5) 25% of the shares underlying this stock option vested on April 1, 2023 and the remainder of the shares underlying this stock option vested and will continue to vest in approximately equal monthly installments thereafter until April 1, 2026. (6) 25% of the RSUs vested on May 15, 2022 and the remainder vested and will continue to vest in three approximately equal annual installments thereafter until May 15, 2025, subject to the Reporting Person’s continuous service to the Issuer. (7) 25% of the RSUs vested on May 15, 2023 and the remainder will vest in three approximately equal annual installments thereafter until May 15, 2026, subject to the Reporting Person’s continuous service to the Issuer. (8) 25% of the shares underlying this stock option vested on December 9, 2020 and the remainder of the shares underlying this stock option vested and will continue to vest in approximately equal monthly installments thereafter until December 9, 2023. (9) 25% of the shares underlying this stock option vested on May 3, 2022 and the remainder of the shares underlying this stock option vested and will continue to vest in approximately equal monthly installments thereafter until May 3, 2025.

  31. Pension Benefits

    Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan during the fiscal year ended March 31, 2023, other than pursuant to the plans described under “401(k) Plan.”

  32. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a nonqualified defined contribution or other nonqualified deferred compensation plan during the fiscal year ended March 31, 2023.