DEF 14A of Replimune Group, Inc., Jul 19, 2024

DEF 14A of Replimune Group, Inc.

Filed Jul 19, 2024 · FY20240001104659-24-081167

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. Robert Coffin, Hyam Levitsky, Sushil Patel and Dieter Weinand are the Class III directors whose terms expire at the Annual Meeting. After thoughtful consideration the Board has determined to nominate each of Dr. Patel and Mr. Weinand for reelection as Class III directors at the Annual Meeting. Furthermore, the Board has determined to nominate Madhavan Balachandran as a Class III director at the Annual Meeting. The Board did not nominate Dr. Coffin or Dr. Levitsky to stand for reelection at the Annual Meeting. Each of Dr. Patel, Mr. Weinand, and Mr. Balachandran has agreed to stand for election to the Board to serve as a Class III director of Replimune for three years until the 2027 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified or until his 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 three 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 III director nominees. Accordingly, the three 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 III DIRECTOR.

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  3. 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, the Class III director nominees, if elected, will serve until the 2027 Annual Meeting of Stockholders; our current Class I directors will serve until the 2025 Annual Meeting of Stockholders; and our current Class II directors will serve until the 2026 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 8, 2024 and classification of the individuals who (i) currently serve as our directors and will continue to serve after the Annual Meeting, and (ii) are nominees to be elected at the Annual Meeting.

  4. Board Composition and Structure

    | Name | Age | Position(s) | Class | | Philip Astley-Sparke | 52 | Executive Chairman | I | | Sushil Patel, Ph.D.(1) | 53 | Chief Executive Officer and Director | III | | Madhavan Balachandran(2) | 73 | Director | III | | Kapil Dhingra, M.B.B.S.(3)(4) | 64 | Director | I | | Christy Oliger(3)(4)(6) | 54 | Director | I | | Veleka Peeples-Dyer(5)(6) | 52 | Director | II | | Paolo Pucci(3)(4)(5) | 63 | Director | II | | Joseph Slattery(3)(6) | 59 | Director | I | | Dieter Weinand(5)(6) | 63 | Lead Independent Director | III |

  5. Board Composition and Structure

    (1) Dr. Patel was appointed on March 21, 2024 by the members of the Board then in office to serve as a Class III director of the Board effective as of April 1, 2024. (2) While Mr. Balachandran does not currently serve as a Class III director, he has been nominated by the Board for election as a Class III director at the Annual Meeting. (3) Member of the Compensation Committee. Dr. Dhingra and Mr. Slattery served as members of the Compensation Committee for all periods during the fiscal year ended March 31, 2024. Mr. Pucci served as a member of the Compensation Committee until June 5, 2024, at which time Ms. Oliger was appointed to serve on the Compensation Committee to serve in place of Mr. Pucci. (4) Member of the Research & Development Committee. Dr. Dhingra, Dr. Levitsky, Mr. Pucci and Ms. Oliger served as members of the Research & Development Committee for all periods during the fiscal year ended March 31, 2024. Dr. Levitsky served as a member of the Research & Development Committee until June 5, 2024. Member of the Nominating and Corporate Governance Committee. Mr. Pucci served as a member of the Nominating and Corporate Governance Committee for all periods during the fiscal year ended March 31, 2024. Sander Slootweg served as a member of the Nominating and Corporate Governance Committee from June 8, 2022 until immediately following our 2023 Annual Meeting of Stockholders, at which time Ms. Peeples-Dyer joined the Nominating and Corporate Governance Committee to serve in the place of Mr. Slootweg whose membership on the Board expired at such meeting. Dr. Levitsky served as a member of the Nominating and Corporate Governance Committee for all periods during the fiscal year ended March 31, 2024 and until June 5, 2024, at which time Mr. Weinand was appointed to serve on the Nominating and Corporate Governance Committee to serve in place of Dr. Levitsky. Member of the Audit Committee. Mr. Slattery served as a member of the Audit Committee for all periods during the fiscal year ended March 31, 2024. On June 1, 2023, Ms. Peeples-Dyer was appointed as a member of the Audit Committee to serve in the place of Mr. Weinand. Ms. Oliger served as a member of the Audit Committee for all periods during the fiscal year ended March 31, 2024 and until June 5, 2024, at which time Mr. Weinand was appointed to serve on the Audit Committee to serve in place of Ms. Oliger.

  6. Recent Board Composition Changes

    Recent Board Composition Changes The Board did not nominate Dr. Robert Coffin or Dr. Hyam Levitsky for reelection at the Annual Meeting. However, on July 11, 2024, upon the recommendation of the Nominating and Corporate Governance Committee, Mr. Balachandran was nominated by the Board for election as a Class III director at the Annual Meeting.

  7. 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.

  8. 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.

  9. Class III Directors (Nominees Standing for Election at the Annual Meeting)

    Class III Directors (Nominees Standing for Election at the Annual Meeting) Sushil Patel, Ph.D. Dr. Sushil Patel has served as a member of our Board and as our Chief Executive Officer since April 2024. Previously, Dr. Patel served as our Chief Strategy Officer from January 2023 to April 2024 and as our Chief Commercial Officer from May 2021 to January 2023. Prior to joining Replimune, Dr. Patel served as VP, Franchise Head for Lung, Skin, Tumor Agnostic, and Rare Cancers at Genentech, Inc. since April 2018, and previously held various positions of increasing responsibility at Genentech, Inc. since 2002, including global launch lead and lifecycle leader for Tecentriq in lung cancer. From 1999 to 2002, Dr. Patel served as Senior Consultant at Front Line Strategic Management Consulting. From 1996 to 1999, Dr. Patel served as a Senior Research Executive at IMS Health in the Pharma Strategy Group. Prior to joining IMS Health, Dr. Patel served as the Clinical Research Scientist at the Central Public Health Laboratory from 1993 to 1996. Currently, Dr. Patel serves on the board of directors of Revolution Medicines, Inc. Dr. Patel obtained his Ph.D. in Molecular Biology from the University of London in 1999, his M.S. in Biotechnology from the Imperial College London in 1993, and his B.S. in Microbiology and Microbial Technology from the University of Warwick in 1992. We believe Dr. Patel is qualified to serve on our Board due to his extensive leadership experience and knowledge of our Company based on his role as our Chief Executive Officer.

  10. Dieter Weinand

    Dieter Weinand Mr. Dieter Weinand has been a member of our Board since June 2018 and has served as the lead independent director of our Board since April 2024. Mr. Weinand was previously the Chairperson of the Board from April 2020 to April 2024. From November 2018 to March 2020, Mr. Weinand served as Executive Vice President, Primary Care of Sanofi S.A. He previously served as President and CEO, Pharmaceutical Division at Bayer AG from 2014 to 2018. From 2013 to 2014, Mr. Weinand was President, Global Commercialization at Otsuka Pharmaceutical Co., Ltd. and from 2010 to 2013 Mr. Weinand was President, Primary Care and Asia-Pacific Region at Pfizer Inc. From 2001 to 2010, Mr. Weinand served as President, Senior Vice President, and Vice President of Bristol-Myers Squibb Company. Prior to joining Bristol-Myers Squibb Company, Mr. Weinand was Senior Vice President at F.H. Faulding, Inc. from 2000 to 2001, Managing Director, Director, Vice President, and Senior Director at Warner-Lambert Company, which was acquired by Pfizer Inc. in 2000, during the period from 1994 to 2000, Vice President at Pharmos Corporation during 1994, and Director, Area Business Operations Coordinator, and International Product Manager at Lederle International during the period from 1990 to 1994. Mr. Weinand currently serves on the board of directors of Reunion Neuroscience, Inc., a clinical stage pharmaceutical company, and was previously a member the board of directors of Bayer AG, from 2013 to 2014, and HealthPrize Technologies LLC, from 2014 to 2018. Mr. Weinand received a M.S. in Pharmacology and Toxicology from Long Island University and a B.A. in Biology from Concordia College. We believe Mr. Weinand 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.

  11. Madhavan Balachandran

    Madhavan Balachandran Madhavan Balachandran has been nominated by our Board for election as a Class III director at the Annual Meeting. Mr. Balachandran was Executive Vice President, Operations of Amgen Inc., a global biotechnology company, from August 2012 until July 2016 and retired as an Executive Vice President in January 2017. Mr. Balachandran joined Amgen in 1997 as Associate Director, Engineering. He became Director, Engineering in 1998, and, from 1999 to 2001, he held the position of Senior Director, Engineering and Operations Services before moving to the position of Vice President, Information Systems from 2001 to 2002. Thereafter, Mr. Balachandran was Vice President, Puerto Rico Operations from May 2002 to February 2007. From February 2007 to October 2007, Mr. Balachandran was Vice President, Site Operations, and from October 2007 to August 2012, he held the position of Senior Vice President, Manufacturing. Prior to his tenure at Amgen, Mr. Balachandran held leadership positions at Copley Pharmaceuticals, now a part of Teva Pharmaceuticals Industries Ltd., and Burroughs Wellcome Company, a predecessor before mergers of GlaxoSmithKline plc. Mr. Balachandran holds a Master of Science degree in Chemical Engineering from The State University of New York at Buffalo, a Bachelor’s degree in Chemical Engineering from the Indian Institute of Technology, Bombay, and an MBA from East Carolina University. Mr. Balachandran serves as a non-executive director of uniQure, N.V., a Nasdaq-listed life sciences company. We believe Mr. Balachandran is qualified to serve as a director due to his extensive experience in the biotechnology industry, particularly his expertise in commercial development.

  12. Current Directors Not Standing for Election at the Annual Meeting

    Current Directors Not Standing for Election at the Annual Meeting

  13. 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 Executive Chairman since April 2024. Previously, Mr. Astley-Sparke served as our Chief Executive Officer from January 2020 to April 2024 and our Executive Chairman from our formation in 2015 to January 2020. 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. From 2021 to 2023, Mr. Astley-Sparke served on the board of Forbion European Acquisition Corp. 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 his prior role as our Chief Executive Officer and his extensive financial and leadership experience. 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 CARGO Therapeutics Inc., a Nasdaq-listed biotechnology company since 2023, 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, and Median Technologies Inc., since 2017. Dr. Dhingra previously served as a member of the boards of directors of Autolus Therapeutics plc, 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.

  14. 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, 2024, each non-employee director other than the Chairperson of the Board received an annual retainer fee of $45,000 paid in quarterly installments. The Chairperson of the Board received an annual retainer fee of $80,000 paid in quarterly installments. In addition, non-employee directors received the following, as applicable:

  15. DIRECTOR COMPENSATION

    | Non-Employee Director | Annual Fee | | Chairperson of the Audit Committee | $20,000 | | Member of the Audit Committee (other than chairperson) | $10,000 | | Chairperson of the Compensation Committee | $15,000 | | Member of the Compensation Committee (other than chairperson) | $7,500 | | 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 | $15,000 | | Member of the Research & Development Committee (other than chairperson) | $7,500 |

  16. 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, upon recommendation of the Compensation Committee and approved by the Board, each continuing non-employee director is eligible to receive an option grant to purchase shares of our common stock under our 2018 Omnibus Incentive Compensation Plan. On April 1, 2023 and 2024, we awarded each continuing non-employee director, other than Dieter Weinand, options to purchase up to 25,200 and 32,000 shares of our common stock, respectively. On April 1, 2023 and 2024, we awarded Dieter Weinand options to purchase up to 37,800 and 32,000 shares of our common stock, respectively. The unvested option to purchase 25,200 shares of our common stock granted to Mr. Sander Slootweg on April 1, 2023, was automatically terminated and cancelled on September 6, 2023 upon the expiration of his membership on the Board at our 2023 Annual Meeting of Stockholders. In addition, the unvested option to purchase 32,000 shares of our common stock granted to Dr. Hyam Levitsky on April 1, 2024, 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 shares of our common stock, respectively, on December 1, 2021 and June 1, 2023, respectively. Twenty-five percent (25%) of the shares underlying such options vested on the one (1)-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, 2024:

  17. DIRECTOR COMPENSATION

    | Name(1) | Fees earned in cash(2) ($) | Option Awards(3) ($) | Total ($) | | Kapil Dhingra, M.B.B.S. | 67,500 | 290,097 | 357,597 | | Hyam Levitsky, M.D. | 65,000 | 290,097 | 355,097 | | Christy Oliger | 62,500 | 290,097 | 352,597 | | Veleka Peeples-Dyer | 48,334 | 619,633 | 667,967 | | Paolo Pucci | 70,000 | 290,097 | 360,097 | | Joseph Slattery | 72,500 | 290,097 | 362,597 | | Sander Slootweg(4) | 25,000 | 290,097 | 315,097 | | Dieter Weinand | 81,666 | 435,146 | 516,812 |

  18. DIRECTOR COMPENSATION

    (1) Dr. Sushil Patel, Mr. Philip Astley-Sparke, Dr. Robert Coffin, and Mr. Madhavan Balachandran are not included in this table because they did not serve as non-employee directors during the fiscal year ended March 31, 2024. (2) Amounts represent cash compensation earned for services rendered by each non-employee director for the fiscal year ended March 31, 2024. (3) Amounts shown reflect the grant date fair value of options awarded during the fiscal year ended March 31, 2024 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, 2024. 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) Mr. Sander Slootweg did not stand for reelection at our 2023 Annual Meeting of Stockholders and his membership on the Board expired at such meeting. On April 1, 2023 Mr. Slootweg was granted an option to purchase up to 25,200 shares of our common stock. As of the expiration of his membership on the Board at our 2023 Annual Meeting of Stockholders, such option was unvested and, accordingly, was automatically terminated and cancelled. The following table sets forth, as of March 31, 2024, the aggregate number of exercisable and unexercisable option awards outstanding held by our non-employee directors at that time:

  19. DIRECTOR COMPENSATION

    | | Option Awards | | | Name(1) | Exercisable | Unexercisable | | Kapil Dhingra, M.B.B.S. | 191,710 | 25,200 | | Hyam Levitsky, M.D. | 90,000 | 25,200 | | Christy Oliger | 40,218 | 34,482 | | Veleka Peeples-Dyer | 0 | 50,400 | | Paolo Pucci | 66,000 | 25,200 | | Joseph Slattery | 108,889 | 25,200 | | Sander Slootweg(2) | 0 | 0 | | Dieter Weinand | 114,750 | 37,800 |

  20. DIRECTOR COMPENSATION

    (1) Dr. Sushil Patel, Mr. Philip Astley-Sparke, Dr. Robert Coffin, and Mr. Madhavan Balachandran are not included in this table because they did not serve as a non-employee directors during the fiscal year ended March 31, 2024. On April 1, 2023 Mr. Slootweg was granted an option to purchase up to 25,200 shares of our common stock. As of the expiration of his membership on the Board at our 2023 Annual Meeting of Stockholders, such option was unvested and, accordingly, was automatically terminated and cancelled.

  21. 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, 2023 and 2024.

  22. 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(3) Chief Executive Officer | 2024 | 649,000 | — | 2,509,486 | 2,548,357 | 311,520 | — | 6,018,364 | | | 2023 | 624,000 | — | 1,278,200 | 1,295,070 | 449,280 | — | 3,646,550 | | Emily Hill(4) Chief Financial Officer | 2024 | 266,538 | — | 1,499,940 | 1,520,725 | 95,954 | — | 3,383,157 | | | 2023 | — | — | — | — | — | — | — | | Konstantinos Xynos(5) Chief Medical Officer | 2024 | 499,200 | — | 883,000 | 896,678 | 157,248 | 12,238 | 2,448,364 | | | 2023 | — | — | — | — | — | — | — |

  23. 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, 2023 and 2024. 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, 2024. (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, 2023 and 2024, which were paid in April 2023 and April 2024, respectively. (3) Effective as of April 1, 2024, Mr. Astley-Sparke transitioned from our Chief Executive Officer to our Executive Chairman. (4) Ms. Hill joined the Company as its full-time Chief Financial Officer on September 18, 2023. The reported compensation for the fiscal year ending March 31, 2024 reflects compensation actually received during such fiscal year. Ms. Hill was not a named executive officer for the fiscal year ended March 31, 2023. (5) Mr. Xynos was not a named executive officer for the fiscal year ended March 31, 2023. During the fiscal years ended March 31, 2023 and 2024, Mr. Xynos received $11,552 and $12,238, 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.

  24. 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 as of March 31, 2024.

  25. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | | Philip Astley-Sparke | 89,521 | 0(2) | 3.30 | 7/26/2027 | — | — | | | 140,000 | 0(3) | 15.00 | 7/19/2028 | — | — | | | 153,050 | 0(4) | 15.50 | 4/1/2029 | — | — | | | 259,470 | 5,530(5) | 9.78 | 4/1/2030 | — | — | | | 93,424 | 34,701(6) | 31.58 | 4/1/2031 | — | — | | | 50,312 | 54,688(7) | 18.26 | 4/1/2032 | — | — | | | 0 | 213,150(8) | 17.66 | 4/1/2033 | — | — | | | — | — | — | — | 42,708(9) | 1,348,719 | | | — | — | — | — | 52,500(10) | 958,650 | | | | | | | 142,100(11) | 2,509,486 | | Emily Hill | — | 125,000(12) | 18.00 | 9/18/2033 | — | — | | | — | — | — | — | 83,330(13) | 1,499,940 |

  26. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | | Konstantinos Xynos | 43,750 | 31,250(14) | 28.62 | 11/29/2031 | — | — | | | 5,031 | 5,469(7) | 18.26 | 4/1/2032 | — | — | | | 8,202 | 18,048(15) | 19.98 | 12/1/2032 | — | — | | | — | 75,000(8) | 17.66 | 4/1/2033 | — | — | | | | | | | 25,000(16) | 715,500 | | | | | | | 5,250(10) | 95,865 | | | | | | | 13,125(17) | 262,238 | | | | | | | 50,000(11) | 883,000 |

  27. 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 July 26, 2018 and the remainder of the shares underlying this stock option vested in approximately equal monthly installments thereafter until July 26, 2021. (3) 25% of the shares underlying this stock option vested on July 19, 2019 and the remainder of the shares underlying this stock option vested in approximately equal monthly installments thereafter until July 19, 2022. (4) 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. (5) 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. (6) 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. (7) 25% of the shares underlying this stock option vested on April 1, 2023 and the remainder of the shares underlying this stock option will continue to vest in approximately equal monthly installments thereafter until April 1, 2026. (8) 25% of the shares underlying this stock option vested on April 1, 2024 and the remainder of the shares underlying this stock option will continue to vest in approximately equal monthly installments thereafter until April 1, 2027. (9) 25% of the restricted stock units vested on May 15, 2022 and the remainder will vest in three approximately equal annual installments thereafter until May 15, 2025, subject to the individual’s continuous service to the Company. (10) 25% of the restricted stock units vested on May 15, 2023 and the remainder will vest in three approximately equal annual installments thereafter until May 15, 2026, subject to the individual’s continuous service to the Company. 25% of the restricted stock units vested on May 15, 2024 and the remainder will vest in three approximately equal annual installments thereafter until May 15, 2027, subject to the individual’s continuous service to the Company. 25% of the shares underlying this stock option will vest on September 18, 2024 and the remainder of the shares underlying this stock option vested and will continue to vest in approximately equal monthly installments thereafter until September 18, 2027. (13) 25% of the restricted stock units will vest on August 15, 2024 and the remainder will vest in three approximately equal annual installments thereafter until August 15, 2027, subject to the individual’s continuous service to the Company. (14) 25% of the shares underlying this stock option vested on November 29, 2022 and the remainder of the shares underlying this stock option vested and will continue to vest in approximately equal monthly installments thereafter until November 29, 2025. (15) 25% of the shares underlying this stock option vested on December 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 December 1, 2026. (16) 25% of the restricted stock units vested on November 15, 2022 and the remainder will vest in three approximately equal annual installments thereafter until November 15, 2025, subject to the individual’s continuous service to the Company. (17) 25% of the restricted stock units vested on November 15, 2023 and the remainder will vest in three approximately equal annual installments thereafter until November 15, 2026, subject to the individual’s continuous service to the Company.

  28. 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, 2024, other than pursuant to the plans described under “401(k) Plan.”

  29. 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, 2024.

  30. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The Company is a smaller reporting company, and its most recent fiscal year ended March 31, 2024. As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.

  31. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides the information required for our NEOs for each of the fiscal years ended March 31, 2024 and March 31, 2023, along with the financial information required for each fiscal year. As a pre-commercial biotechnology company, we do not use Net Income (Loss) performance in determining our executive compensation, and as a smaller reporting company, we are not required to choose a “Company Selected Measure.” Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so by reference to this section.

  32. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(4) ($) | Year-end value of $100 invested on 3/31/2022 ($) | Net Income (in millions) ($) | | 2024 | 6,018,364 | 1,147,411 | 2,915,760 | 972,999 | 48.12 | (215.8) | | 2023 | 3,646,550 | 3,727,788 | 2,601,563 | 2,534,524 | 104.00 | (174.3) |

  33. Pay Versus Performance Table

    (1) Mr. Philip Astley-Sparke served as our PEO for the fiscal years ended March 31, 2023 and March 31, 2024. (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP include:

  34. Pay Versus Performance Table

    | | 2024 | | 2023 | | | | PEO | Average Non- CEO NEOs | PEO | Average Non- CEO NEOs | | Total Compensation from Summary Compensation Table | $6,018,364 | $2,915,760 | $3,646,550 | $2,601,563 | | Adjustments for Pension | | | | | | Adjustment Summary Compensation Table Pension | — | — | — | — | | Amount added for current year service cost | — | — | — | — | | Amount added for prior service cost impacting current year | — | — | — | — | | Total Adjustments for Pension | — | — | — | — | | Adjustments for Equity Awards | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(5,057,843) | $(2,400,171) | $(2,573,270) | $(1,929,953) | | Year-end fair value of unvested awards granted in the current year | $2,036,595 | $969,654 | $2,410,207 | $1,807,656 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(1,617,930) | $(407,525) | $(25,501) | $(18,443) |

  35. Pay Versus Performance Table

    | | 2024 | | 2023 | | | | PEO | Average Non- CEO NEOs | PEO | Average Non- CEO NEOs | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(231,774) | $(104,719) | $269,803 | $73,702 | | Forfeitures during current year equal to prior year-end fair value | — | — | — | — | | Dividends or dividend equivalents not otherwise included in total compensation | — | — | — | — | | Total Adjustments for Equity Awards | $(4,870,953) | $(1,942,761) | $81,238 | $(67,039) | | Compensation Actually Paid (as calculated) | $1,147,411 | $972,999 | $3,727,788 | $2,534,524 |

  36. Pay Versus Performance Table

    (3)(a) The following summarizes the valuation assumptions used for stock option awards included as part of CAP: • Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/FYE date. • Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. • Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. • Historical volatility is based on daily price history for each expected life (years) prior to each vest/ FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. • Represents annual dividend yield on each vest/FYE date. (3)(b) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP include:

  37. Pay Versus Performance Table

    | | For Stock Options Vesting in | | | For Restricted Share and Restricted Stock Units Vesting in | | | | 2024 | 2023 | | 2024 | 2023 | | Expected volatility | 69.6% – 78.27% | 61.1% – 76.3% | Weighted Average Fair Value at vesting | $4.78 | $18.74 | | Expected dividend yield | 0% | 0% | | | | | Expected term, in years | 3.0 – 4.5 years | 3.0 – 4.5 years | | | | | Risk-free interest rate | 3.80% – 4.80% | 3.48% – 4.95% | | | |

  38. Pay Versus Performance Table

    (4) The Non-PEO NEOs included in this calculation for each year are: • 2024: Ms. Emily Hill and Mr. Konstantinos Xynos 2023: Ms. Jean Franchi and Mr. Sushil Patel

  39. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures: • Replimune’s cumulative total stockholder return (“TSR”); and • Replimune’s Net Loss. Compensation Actually Paid versus Company Total Stockholder Return Compensation Actually Paid versus Company Net Loss