Sector: Health Care
REPLIMUNE GROUP INC · Meeting: September 15, 2026
Directors FOR
null
Directors AGAINST
null
Say on Pay
AGAINST
Auditor
FOR
CEO
Sushil Patel
Total Comp
$3,697,661
Prior Support
N/A
Replimune's stock has lost 74.4% over the past three years while the XBI — SPDR S&P Biotech ETF gained 76.6% over the same period, a gap of 151 percentage points that massively exceeds the 20-percentage-point threshold that triggers a pay-for-performance concern. Despite this severe underperformance, the CEO's total reported compensation jumped sharply from approximately $3.7 million in fiscal year 2025 to approximately $5.8 million in fiscal year 2026, driven by large increases in stock awards and option grants, and the CEO still received 75% of his target cash bonus. The structure of the incentive plan — awarding substantial above-benchmark variable pay (large equity grants plus meaningful bonuses) while shareholders have experienced devastating losses relative to biotech peers — represents a clear failure of pay-for-performance alignment under the voting policy.
Auditor
PricewaterhouseCoopers LLP
Tenure
8 yrs
Audit Fees
$1,173,784
Non-Audit Fees
$321,809
Non-audit fees (tax fees of $319,684 plus other fees of $2,125 = $321,809) represent approximately 27% of audit fees ($1,173,784), well below the 50% threshold that would raise independence concerns; PwC has served since 2018 (approximately 8 years), far short of the 25-year tenure trigger; no material restatements were identified; and PwC is a Big 4 firm appropriate for a company of this size and complexity.
1 proposal submitted by shareholders
Proposal 3
As of March 31, 2026, Replimune had only about 30.3 million shares available for future issuance out of 150 million authorized — roughly 20% of its current authorization — after accounting for shares outstanding, outstanding stock options, unvested stock awards, equity plan reserves, and pre-funded warrants. For a pre-commercial biotech company that needs to raise capital to fund clinical development and that has an active at-the-market offering program, having an adequate reserve of authorized shares is a legitimate and necessary operational requirement. Doubling the authorized share count from 150 million to 300 million is consistent with common practice for clinical-stage biotechs that must preserve flexibility to pursue equity offerings, strategic partnerships, and equity compensation without seeking stockholder approval on a transaction-by-transaction basis; while there is potential dilution, the business rationale is clear and the board has stated no specific takeover-defensive intent.
This annual meeting contains three proposals: auditor ratification (FOR — PwC fees are clean with a 27% non-audit ratio and only 8 years of tenure), Say on Pay (AGAINST — CEO compensation surged to $5.8M in FY2026 while the stock underperformed the XBI — SPDR S&P Biotech ETF by 151 percentage points over three years, a fundamental pay-for-performance failure), and a board-proposed charter amendment to double authorized shares from 150M to 300M (FOR — justified by the company's pre-commercial biotech status, limited remaining authorized share headroom of only 20%, and legitimate need for capital-raising flexibility). No director elections are on the ballot at this meeting as the two Class II directors whose terms expire (Pucci and Peeples-Dyer) were not nominated for reelection, leaving those seats vacant.
