Joseph Slattery
About Joseph Slattery
Independent director (Class I) of Replimune since 2017; age 60 as of July 16, 2025. Former lead independent director (Mar 2019–Mar 31, 2020). Career CFO with public-company audit expertise; B.S. in Accounting from Bentley University and certified public accountant. The Board deems him independent under Nasdaq and SEC rules; he is designated the Audit Committee financial expert at REPL .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asensus Surgical, Inc. | EVP & CFO | Oct 2013–Dec 2019 | Senior financial leadership; public-company CFO experience |
| Baxano Surgical, Inc. | EVP & CFO | 2010–2013 | Led finance at medtech company |
| Digene Corporation | CFO & SVP Finance & IS | 2006–2007 (various roles since 1996) | Public-company CFO; oversaw finance and systems |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVRx Inc. (NASDAQ: CVRX) | Director | Since Oct 2008 | Audit Committee chair (CVRX) |
| Morphic Therapeutic, Inc. | Prior director | — | External board exposure (prior service) |
| Omega Alpha SPAC | Prior director | — | External board exposure (prior service) |
| Baxano Surgical, Inc.; Exosome Diagnostics, Inc.; Micromet, Inc. | Prior director | — | External board exposure (prior service) |
Board Governance
- Committee memberships: Audit Committee chair; Compensation Committee member .
- Independence: Board determined Slattery is independent; all Audit and Compensation Committee members satisfy Nasdaq/SEC independence standards .
- Attendance: Board held 7 meetings (FY ended Mar 31, 2025); all directors attended at least 75% of Board and applicable committee meetings; non-management directors held five executive sessions .
- Leadership history: Previously served as REPL’s lead independent director (Mar 2019–Mar 31, 2020) .
- Audit Committee activity: 4 meetings in FY ended Mar 31, 2025; Slattery authored the Audit Committee report as chair .
Fixed Compensation
| Component | FY 2025 Amount | Notes |
|---|---|---|
| Annual non-employee director retainer (cash) | $45,000 | Paid quarterly |
| Audit Committee chair fee | $20,000 | Paid annually |
| Compensation Committee member fee | $7,500 | Paid annually |
| Nominating & Corporate Governance Committee fees | N/A for Slattery | Not a member |
| Research & Development Committee fees | N/A for Slattery | Not a member |
| Reimbursement of expenses | Reasonable travel/out-of-pocket reimbursed | Policy disclosure |
Director-specific FY 2025 cash earned: $72,500 (retainer + audit chair + comp member) .
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Annual non-employee director stock option | Apr 1, 2025 | 32,000 | 100% on 1-year anniversary | $167,661 |
| Annual non-employee director stock option | Apr 1, 2024 | 32,000 | 100% on 1-year anniversary | $290,097 |
- Equity award mechanics: Annual grants approved by Board under 2018 Omnibus Incentive Compensation Plan; continuing non-employee directors receive options; initial options for new directors follow a 25% one-year cliff then 24 monthly installments; exercise price equals closing market price on grant date for initial awards; annual grants vest in full at one year .
- Anti-hedging/pledging: Company prohibits hedging transactions and pledging/margin use of company securities for directors and employees .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| CVRx Inc. | Medtech | Director (Audit Chair) | Distinct sector from REPL’s oncology; no disclosed related-party transactions with REPL |
Expertise & Qualifications
- Audit and financial: Audit Committee financial expert; CFO experience at multiple public companies; capital markets and financial reporting competence .
- Governance: Prior lead independent director; extensive board service across life sciences .
- Industry: Life sciences/medtech financial leadership; CPA; accounting degree .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 140,756 | 172,756 |
| % of shares outstanding | <1% (68,309,968 SO) | <1% (77,807,174 SO) |
| Options outstanding (exercisable) | 108,889 (as of Mar 31, 2024) | 134,089 (as of Mar 31, 2025) |
| Options outstanding (unexercisable) | 25,200 (as of Mar 31, 2024) | 32,000 (as of Mar 31, 2025) |
| Pledging/Hedging | Prohibited by company policy | Prohibited by company policy |
Governance Assessment
- Strengths: Independent director with deep CFO/audit credentials; serves as Audit Chair and on Compensation Committee; designated audit committee financial expert; strong attendance and engagement record; anti-hedging/pledging policies enhance alignment .
- Compensation mix: Primarily cash retainer plus at-risk equity via stock options that vest after one year; FY 2025 total compensation ($240,161) down vs FY 2024 ($362,597), reflecting lower option fair value and steady cash fees—signal of restrained director pay .
- Ownership alignment: Holds options and shares but remains <1% of outstanding; presence of options encourages long-term value creation; no share pledging disclosed .
- Shareholder support: Say-on-pay passed with strong support (53.6M for vs 1.0M against) and annual frequency selected in 2024—indirectly positive governance signal for the board’s compensation oversight (Slattery on Compensation Committee) .
- RED FLAGS: None disclosed regarding related-party transactions, tax gross-ups, option repricing, or low attendance; company explicitly reports no related-party transactions during FY 2024; hedging/pledging prohibited .
Note: Director stock ownership guidelines were not disclosed in the cited proxy sections; REPL does disclose an Insider Trading Policy and Clawback Policy applicable broadly .
Director Compensation Detail (FY ended Mar 31, 2025)
| Component | Amount ($) |
|---|---|
| Fees earned in cash | 72,500 |
| Option awards (grant-date fair value) | 167,661 |
| Total | 240,161 |
Committee Assignments Snapshot (FY ended Mar 31, 2025)
| Committee | Role | Meetings |
|---|---|---|
| Audit Committee | Chair | 4 meetings |
| Compensation Committee | Member | 3 meetings; 9 actions by written consent |
Attendance & Independence
- Board and committee attendance: At least 75% for all directors in FY 2025; executive sessions held in five Board meetings .
- Independence status: Independent under Nasdaq; Audit and Compensation Committee independence confirmed by the Board .
Policy & Controls
- Clawback Policy: Adopted Nov 20, 2023 per Dodd-Frank and Nasdaq rules; recovery of erroneously awarded incentive-based comp upon restatement .
- Insider Trading Policy: Filed as Exhibit 19.1 to FY 2025 Form 10-K; governs directors and employees .
- Anti-Hedging/Pledging: Prohibited for directors and employees .
Say-on-Pay & Shareholder Feedback (2024 Results)
| Item | Outcome |
|---|---|
| Say-on-Pay approval | 53,580,801 For; 1,025,630 Against; 44,016 Abstain |
| Frequency of Say-on-Pay | Annual (54,217,396 For 1 year) |
Potential Conflicts & Related Parties
- Related-party transactions: None reported for FY 2024 (>$120,000) under REPL’s policy; REPL’s Audit Committee oversees related-party transactions .
- Shared directorships: No disclosed conflicts between Slattery’s CVRX role and REPL’s operations .
Fixed vs Performance Compensation Trend (FY 2024 → FY 2025)
| Year | Cash Fees ($) | Option Fair Value ($) | Total ($) |
|---|---|---|---|
| FY 2024 | 72,500 | 290,097 | 362,597 |
| FY 2025 | 72,500 | 167,661 | 240,161 |
- Interpretation: Equity grant value normalized in FY 2025 while cash fees held flat; mix remains equity-heavy via options, consistent with alignment and market practice for smaller-cap biotech boards .
Risks & Red Flags Checklist
- Legal/SEC investigations: Not disclosed in cited materials .
- Option repricing/modification: Not disclosed; annual grants follow plan terms .
- Hedging/pledging: Prohibited (alignment positive) .
- Related-party transactions: None in FY 2024; policy in place .
- Low say-on-pay support: Not observed; strong approval .
Compensation Committee Analysis Context
- Composition: Slattery, Dhingra, Oliger (chair); all independent .
- Consultant: Pearl Meyer engaged for executive compensation; Compensation Committee independent; no conflicts reported .
- Activity: 3 meetings; 9 written consents (FY 2025), indicating active governance .
Employment & Contracts (Director-Specific)
- Not disclosed for directors beyond compensation schedules; employee agreements apply to executives (context) .
Performance & Track Record Highlights
- Audit Committee leadership and report submission as chair indicate active oversight; public-company CFO background enhances credibility in financial oversight .
Governance Summary
- Effective board presence through dual roles (Audit chair, Compensation member), independence, and engagement; compensation and ownership structures are conventional for a pre-commercial biotech; no material conflicts or red flags disclosed. Strong shareholder support on say-on-pay reinforces investor confidence in compensation governance where Slattery participates .