Joshua Resnick

About Joshua Resnick

Joshua Resnick, M.D., M.B.A., age 50, has served as an independent director of PepGen since November 2020. He is Senior Managing Director at RA Capital Management (since April 2023; previously Managing Director from October 2018 to March 2023), has prior roles with SV Health Investors and Merck’s MRL Ventures Fund, and is on staff in Emergency Medicine at Massachusetts General Hospital. He holds a B.A. (Williams College), M.D. (University of Pennsylvania School of Medicine), and M.B.A. (Wharton). He is a Class I director with a term expiring at the 2026 annual meeting .

Past Roles

External Roles

Board Governance

• Class/term: Class I director; term expires at the 2026 annual meeting .
• Independence: Board determined all directors except the CEO are independent under Nasdaq and SEC rules; the board specifically considered associations with holders of >5% when making these determinations .
• Committee assignments: Chair, Nominating & Corporate Governance (members: Joshua Resnick (Chair), Habib J. Dable, Laurie B. Keating); the committee met two times in 2024 .
• Attendance: Full board met 10 times in 2024; each director attended ≥75% of aggregate board and relevant committee meetings; all directors attended the 2024 annual meeting .
• Board leadership: Chair role separated from CEO; board emphasizes risk oversight via committees and regular reporting .

Fixed Compensation

• Cash retainers (policy as amended June 20, 2024): $40,000 annual board retainer; committee retainers—Audit Chair $15,000, Audit member $7,500; Compensation Chair $10,000, member $5,000; Nominating & Corporate Governance Chair $8,000, member $4,000; Non-Executive Chair $30,000 .
• 2024 director fees (actual): Resnick—Fees earned/paid in cash $45,500; Option awards grant-date fair value $155,386; Total $200,886 .
• Fee flow to employer: Cash fees for Dr. Resnick were paid directly to RA Capital pursuant to his employment agreement; he is obligated to transfer any cash compensation from PepGen to RA Capital .

Performance Compensation

• Equity structure (non-employee directors):
  • Initial Award: One-time stock option equal to 2× the Annual Award at election; vests 33% at 1-year and monthly over next 2 years (10-year term; FMV strike). Prior to Apr 28, 2023: 25% at year 1, monthly over next 3 years .
  • Annual Award: Option to purchase 13,000 shares at each annual meeting (increased from 12,000 to 13,000 as of June 20, 2024); vests in full at the earlier of 1-year or next annual meeting; 10-year term; FMV strike; pro-rated for partial-year service .
  • Change-in-control: All outstanding initial and annual awards for directors fully vest upon a “Sale Event” (as defined) .
• 2024 award outcome (Resnick): Option award grant-date fair value $155,386 .
• Clawback: Company adopted a compensation recovery policy (effective Oct 2, 2023) for executive officers tied to financial restatements; not directly applicable to non-employee director equity, but indicates broader governance controls .

Other Directorships & Interlocks

• Current public boards: Vor Biopharma (VOR); Aerovate Therapeutics (AVTE) .
• Interlocks/affiliations: Senior Managing Director at RA Capital; entities affiliated with RA Capital beneficially own 10,695,135 PepGen shares (32.7% of outstanding as of Mar 31, 2025) .
• 2024 follow-on offering participation: RA Capital–affiliated entities acquired 2,557,593 PepGen shares on Feb 9, 2024 at $10.365 per share, on same terms as other purchasers .

Expertise & Qualifications

• Medical and investing background: Physician (Emergency Medicine, MGH) and experienced life sciences investor/executive (RA Capital; prior SV Health; Merck’s MRL Ventures) .
• Education: B.A. Chemistry (Williams), M.D. (UPenn), M.B.A. (Wharton) .
• Board competencies emphasized by PepGen: Medical/industry expertise and investor experience supporting board effectiveness .

Equity Ownership

• Beneficial ownership (as of Mar 31, 2025): Resnick—20,750 shares; less than 1% of outstanding (base: 32,720,943 shares) .
• Options held: As of Dec 31, 2024, he held options to purchase 36,667 shares “for the benefit of RA Capital” and disclaims beneficial ownership of those underlying shares .
• Inclusion in RA Capital stake: RA Capital’s reported beneficial ownership includes shares underlying vested stock options held by Joshua Resnick for the benefit of RA Capital (5,347 vested; 486 additional options) .

Governance Assessment

• Strengths:
  • Independent director with deep biotech investment and clinical experience; chairs the Nominating & Corporate Governance Committee, which oversaw board composition, nominations, governance guidelines, and board/committee evaluations in 2024 (two meetings) .
  • Solid engagement: Board met 10 times in 2024; each director met the ≥75% attendance threshold; all directors attended the 2024 annual meeting .
  • Transparent director pay framework with market-referenced retainers and standardized option grants; capped total director compensation per year .
• Potential conflicts and risk indicators:
  • RED FLAG: Significant affiliation with 32.7% shareholder (RA Capital); cash fees paid directly to RA Capital; option awards held for the benefit of RA Capital (Resnick disclaims beneficial ownership). This concentration and fee flow may raise independence optics, though the board determined independence after considering such associations .
  • Related-party optics: RA Capital participated in PepGen’s Feb 9, 2024 follow-on offering on market terms; Audit Committee charter provides for review/approval of related-person transactions with recusal procedures, mitigating conflict risk .
• Shareholder voting signal:
  • 2023 annual meeting—Resnick re-elected as Class I director; votes for: 19,838,946; withheld: 1,570,173; 1,202,300 broker non-votes, indicating broad support though with a notable withhold count for a small/mid-cap biotech .

Supporting Details and Policies

• Staggered board structure: Class I (including Resnick) terms end 2026; board size adjusted during 2024–2025 with additions and a resignation .
• Committee composition (2024 activity levels): Audit (4 meetings; Chair: Henson), Compensation (6 meetings; Chair transitioned from Keating to Mayer in 2024), Nominating & Corporate Governance (2 meetings; Chair: Resnick) .
• Director compensation policy changes (2024): Increased board retainer from $35,000 to $40,000; increased Annual Award from 12,000 to 13,000 options; Initial Award standardized at 2× Annual Award .

Overall, Dr. Resnick contributes valuable investor and clinical expertise and leads governance processes effectively. The primary governance consideration is his dual role at RA Capital, a >30% holder, with direct fee payments and equity arrangements flowing to RA Capital—appropriately disclosed and subject to related-party oversight, but a standing independence optic to monitor, especially around capital raises and strategic transactions .