Dieter Weinand
About Dieter Weinand
Independent director at Replimune Group, Inc. since June 2018; currently Lead Independent Director (since April 2024) and former Board Chair (April 2020–April 2024) . Age 64 as of July 16, 2025; holds an M.S. in Pharmacology & Toxicology (Long Island University) and a B.A. in Biology (Concordia College) . Career credentials include President & CEO, Pharmaceutical Division at Bayer AG, and senior leadership roles at Sanofi, Otsuka, Pfizer, Bristol-Myers Squibb, Warner-Lambert, and others .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi S.A. | EVP, Primary Care | Nov 2018–Mar 2020 | Global Primary Care leadership |
| Bayer AG | President & CEO, Pharmaceutical Division | 2014–2018 | Led pharma division; prior Bayer leadership committee member (pre-2014) |
| Otsuka Pharmaceutical | President, Global Commercialization | 2013–2014 | Global go-to-market leadership |
| Pfizer Inc. | President, Primary Care and APAC | 2010–2013 | Regional P&L and commercial leadership |
| Bristol-Myers Squibb | President/SVP/VP (various) | 2001–2010 | Multiple senior roles |
| F.H. Faulding, Inc. | Senior Vice President | 2000–2001 | U.S. pharma leadership |
| Warner-Lambert | Managing Director/Director/VP/Senior Director | 1994–2000 | Commercial/operations; company later acquired by Pfizer |
| Pharmos | Vice President | 1994 | Corporate leadership |
| Lederle International | Director/Area Business Ops Coordinator/Intl Product Manager | 1990–1994 | International product and ops roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reunion Neuroscience, Inc. | Director | Current | Clinical-stage pharmaceutical company |
| Coya Therapeutics (NASDAQ) | Director | Current | Clinical-stage biotechnology company |
| Field Trip Health Ltd. | Director; Audit Chair; Comp Committee member | Oct 2019–Jul 2022 | Committee leadership |
| Bayer AG | Director | 2013–2014 | Board member prior to exec CEO role |
| HealthPrize Technologies LLC | Director | 2014–2018 | Private health tech board member |
Board Governance
- Independence: Board has determined Mr. Weinand is independent under Nasdaq and SEC rules (all non-employee directors are independent) .
- Roles: Lead Independent Director (from April 1, 2024); previously Chair of the Board (Apr 2020–Apr 2024) .
- Committee assignments (FY2025): Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Attendance and engagement: All directors attended at least 75% of Board and committee meetings in FY2025; directors held executive sessions at 5 Board meetings; Weinand attended the 2024 Annual Meeting .
- Risk oversight structure: Lead Independent Director role explicitly used to enhance independence and oversight; Audit Committee oversees cybersecurity risk .
| Committee (FY2025) | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Audit | Member |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $45,000 | Paid quarterly |
| Committee fees – Audit (Chair / Member) | $20,000 / $10,000 | Annual |
| Committee fees – Compensation (Chair / Member) | $15,000 / $7,500 | Annual |
| Committee fees – Nominating & Corp Gov (Chair / Member) | $10,000 / $5,000 | Annual |
| Committee fees – R&D (Chair / Member) | $15,000 / $7,500 | Annual |
| FY2025 cash actually earned – Dieter Weinand | $96,388 | Director-specific total cash fees |
Performance Compensation
| Equity Awards (Director Program) | Terms |
|---|---|
| Annual option grant (continuing directors) | 32,000 options on April 1, 2025; one-year cliff vest |
| FY2025 option award – Weinand (grant-date fair value) | $167,661; part of annual 32,000-share grant |
| Vesting cadence (annual director grants) | Full vest at first anniversary; initial “joiner” grants vest 25% at 1 year then monthly over 24 months |
Outstanding options (as of March 31, 2025):
| Holder | Options Exercisable | Options Unexercisable |
|---|---|---|
| Dieter Weinand | 152,550 | 32,000 |
Year-over-year director equity value (context):
| Fiscal Year | Weinand Option Awards (Grant-date fair value) |
|---|---|
| FY2024 | $435,146 |
| FY2025 | $167,661 |
Other Directorships & Interlocks
- Current public boards: Reunion Neuroscience; Coya Therapeutics (NASDAQ) .
- Prior public boards: Bayer AG (2013–2014); Field Trip Health Ltd. (committee leadership) .
- No related party transactions disclosed for FY2024; company policy requires Audit Committee approval for any related person transaction >$120,000 .
Expertise & Qualifications
- Board skills matrix indicates primary strengths in corporate governance, financial & capital markets leadership, biopharma C‑suite leadership, science/technology leadership, international life sciences leadership, and cybersecurity/data privacy .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of June 30, 2025) | 184,550 shares; <1% of outstanding |
| Shares outstanding (for calculation context) | 77,807,174 (as of record date July 16, 2025) |
| Options outstanding (3/31/2025) | 152,550 exercisable; 32,000 unexercisable |
| Hedging/pledging | Company policy prohibits hedging and pledging/margin of company stock |
| Pledging disclosure (prior year proxy) | “None of the shares are pledged as security” (company-wide statement, FY2024 proxy) |
Say‑on‑Pay & Shareholder Feedback (sentiment signal)
| Proposal (Sep 4, 2024 Annual Meeting) | For | Against | Abstain |
|---|---|---|---|
| Say‑on‑Pay (NEO compensation) | 53,580,801 | 1,025,630 | 44,016 |
| Auditor ratification | 62,689,662 | 4,372 | 8,659 |
| Frequency of Say‑on‑Pay | 1‑Year: 54,217,396 | 2‑Years: 10,001 | 3‑Years: 421,610; Abstain: 1,440 |
Governance Assessment
-
Positives
- Independent lead director with prior chair experience; chairs Nominating & Governance and sits on Audit, reinforcing oversight and board composition discipline .
- Strong attendance norms (≥75% for all directors), regular executive sessions, and explicit cybersecurity oversight via Audit Committee bolster governance processes .
- Anti-hedging/pledging policy supports alignment; no related-party transactions disclosed in prior proxy .
- Shareholders showed strong support for governance/compensation framework (high Say‑on‑Pay approval in 2024) .
-
Watch items
- Director compensation includes annual option grants; while common in biotech, the board also sought to increase the equity plan evergreen from 4% to 5% in 2025, a potential dilution consideration necessitating ongoing scrutiny of share usage and burn .
- Equity ownership remains <1% for Weinand; while typical for directors, investors often prefer explicit director stock ownership guidelines (not disclosed); however, hedging/pledging prohibitions mitigate misalignment risk .
Overall, Weinand’s deep large-cap biopharma leadership and committee roles (N&CG chair; Audit member) are supportive of board effectiveness and investor confidence, with limited conflict signals and clear independence .