Kapil Dhingra
About Kapil Dhingra
Independent director of Replimune since 2017; age 65 as of July 16, 2025. Trained medical oncologist (M.B.B.S., All India Institute of Medical Sciences), with residency in Internal Medicine (Lincoln Medical & Mental Health Center/New York Medical College) and fellowship in Hematology/Oncology (Emory). Former senior oncology development leader at Roche and Eli Lilly; currently Managing Member of healthcare advisory firm KAPital Consulting. Class I director nominated for re‑election at the Sept. 3, 2025 annual meeting; Board deems him independent; he met at least the 75% attendance threshold in FY2025. Core credentials span oncology R&D leadership, regulatory experience, and public biotech board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F. Hoffmann-La Roche & Co. | VP; Head, Oncology Disease Biology Leadership Team; Head, Oncology Clinical Development | 1999–2008 | Led oncology development leadership teams |
| Eli Lilly & Co. | Senior Clinical Research Physician | 1996–1999 | Clinical development |
| Memorial Sloan Kettering Cancer Center | Clinical Affiliate (appointment) | 2000–2008 | Academic affiliation |
| Indiana University School of Medicine | Clinical Associate Professor of Medicine | 1997–1999 | Academic leadership |
| M.D. Anderson Cancer Center | Faculty | 1989–1996 | Oncology faculty |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| KAPital Consulting, LLC | Managing Member (founder) | Since 2008 | Private healthcare consulting |
| CARGO Therapeutics, Inc. (Nasdaq) | Director | Since Apr 2024 | Public biotech |
| LAVA Therapeutics B.V. | Chairman; Non-executive Director | Since Jan 2021 | Public biotech (EU) |
| Black Diamond Therapeutics, Inc. (Nasdaq) | Director | Since Jan 2021 | Public biotech |
| Median Technologies, Inc. | Director | Since Jun 2017 | Public healthcare tech |
| Prior public boards | Director | Various | Autolus Therapeutics plc (Aug 2014–Dec 2023); Five Prime Therapeutics (acquired by Amgen); Micromet (acquired by Amgen); Advanced Accelerator Applications S.A. (acquired by Novartis); YM Biosciences (acquired by Gilead) |
| Prior private board | Director | Until May 2024 | Mariana Oncology (acquired by Novartis) |
Board Governance
- Committee assignments (FY2025): Compensation Committee member; Research & Development (R&D) Committee chair; not on Audit or Nominating & Corporate Governance.
- Independence and attendance: Board determined all non-employee directors, including Dr. Dhingra, are independent. In FY2025 the Board met 7 times; all directors met at least 75% attendance; non-management directors held five executive sessions.
- Board structure: Classified board (3 classes); directors removable only for cause with affirmative vote of at least 75% of voting power; lead independent director is Dieter Weinand.
- ESG oversight: Nominating & Corporate Governance Committee leads ESG; Board oversees ESG broadly.
- Skills matrix (primary skills attributed to Dhingra): Science/Research & Technology leadership, Regulatory leadership, Corporate governance, Financial & capital markets leadership; International life sciences leadership.
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees earned in cash ($) | 67,500 | 67,500 |
- Structure: Non-employee director annual base retainer $45,000; committee fees applicable—Compensation Committee member $7,500; R&D Committee chair $15,000—align exactly to Dr. Dhingra’s $67,500 cash total in FY2025. Chair of Board receives $80,000 base.
- Meeting fees: None disclosed; reasonable expenses reimbursed.
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Option awards (grant-date fair value, $) | 290,097 | 167,661 |
- Annual equity grant mechanics: On April 1 each year, continuing non-employee directors are eligible for an option to purchase 32,000 shares; annual options vest in full at the one-year anniversary. 2024 and 2025 grants followed this policy (with stated exceptions for newly appointed directors).
- Rationale: Time-based options align directors with shareholders but are not tied to performance metrics (no TSR or operating metrics disclosed for director equity).
Other Directorships & Interlocks
| Company | Role | Start | Notes |
|---|---|---|---|
| CARGO Therapeutics, Inc. | Director | Apr 2024 | Public biotech |
| LAVA Therapeutics B.V. | Chairman; NED | Jan 2021 | Public biotech (EU) |
| Black Diamond Therapeutics, Inc. | Director | Jan 2021 | Public biotech |
| Median Technologies, Inc. | Director | Jun 2017 | Public healthcare tech |
| Autolus Therapeutics plc | Director | Aug 2014–Dec 2023 | Prior public board |
| Additional prior public boards | Director | Various | Five Prime, Micromet, AAA S.A., YM Biosciences (all acquired) |
Note: Multiple concurrent public directorships (CARGO, LAVA, Black Diamond, Median) in addition to REPL may imply elevated time commitments; investors often monitor such “overboarding” risk. Underlying board list verified above.
Expertise & Qualifications
- Medical oncology training; MBBS (AIIMS), residency (Lincoln/NYMC), fellowship (Emory); academic appointments at MSKCC and Indiana University.
- Senior oncology development leadership at Roche and Eli Lilly; deep oncology clinical development experience.
- Board skills matrix flags primary strengths in science/R&D, regulatory, corporate governance, financial & capital markets, and international life sciences.
Equity Ownership
| Item | Figure |
|---|---|
| Total beneficial ownership (shares) | 248,910; <1% of outstanding |
| Shares outstanding reference | 77,807,174 (as of June 30, 2025) |
| Stock options outstanding (3/31/2025) – exercisable | 216,910 |
| Stock options outstanding (3/31/2025) – unexercisable | 32,000 |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors. |
Governance Assessment
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Strengths
- Independent director with oncology R&D leadership; chairs the R&D Committee and serves on the Compensation Committee—directly relevant to REPL’s pipeline oversight and pay governance.
- Strong attendance culture and regular executive sessions; Board affirms his independence.
- Director equity is time-based options that vest annually, supporting alignment; anti-hedging/pledging policy reinforces alignment.
- Shareholder sentiment: Say‑on‑Pay (2024 annual meeting) received strong support (53,580,801 for vs. 1,025,630 against; one‑year frequency favored), indicating generally constructive investor views on compensation governance.
-
Watch items / potential risks
- Multiple concurrent public board roles (CARGO, LAVA, Black Diamond, Median) plus REPL—monitor for time‑commitment/overboarding considerations.
- Classified board and removal “for cause” with 75% vote may be viewed as entrenching; investors often prefer annual elections.
-
Conflicts and related‑party exposure
- Managing Member of KAPital Consulting noted; proxy discloses no related‑party transactions over $120,000 during FY2025 (policy requires Audit Committee pre‑approval for such items).
-
Compensation mix and trend (director)
- FY2025 pay mix skewed to equity (cash $67.5k; options $167.7k); YoY, option grant fair value decreased from $290.1k (FY2024) to $167.7k (FY2025).
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Board context
- Lead independent director (Weinand) in place; Board separates CEO and Executive Chairman roles, with risk oversight via committees (Audit for cybersecurity, R&D for pipeline risk).
Overall: Dr. Dhingra brings substantial oncology and regulatory expertise with meaningful equity alignment, independent status, and active committee leadership. Key monitoring items are time commitments across multiple public boards and REPL’s classified board structure.