Madhavan Balachandran
About Madhavan Balachandran
Independent Class III director at Replimune Group, Inc. since September 2024; age 74 as of July 16, 2025; core credentials include EVP, Operations at Amgen (2012–2016; retired as EVP in January 2017) and COO of Nutcracker Therapeutics (2020–2022). He holds an M.S. in Chemical Engineering (SUNY Buffalo), B.A. in Chemical Engineering (IIT Bombay), and an MBA (East Carolina University) . The Board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | EVP, Operations | Aug 2012 – Jul 2016 (retired as EVP Jan 2017) | Senior operator overseeing manufacturing and operations |
| Amgen Inc. | SVP, Manufacturing | Oct 2007 – Aug 2012 | Manufacturing leadership |
| Amgen Inc. | VP, Site Operations | Feb 2007 – Oct 2007 | Site operations leadership |
| Amgen Inc. | VP, Puerto Rico Operations | May 2002 – Feb 2007 | Plant/site leadership |
| Amgen Inc. | VP, Information Systems | 2001 – 2002 | IS leadership |
| Amgen Inc. | Sr. Director, Engineering & Operations Services | 1999 – 2001 | Engineering/Ops |
| Amgen Inc. | Director/Associate Director, Engineering | 1997 – 1999 | Engineering leadership |
| Nutcracker Therapeutics | Chief Operating Officer | Sep 2020 – Mar 2022 | mRNA therapeutics operations |
| Copley Pharmaceuticals; Burroughs Wellcome | Leadership roles | Pre-1997 | Early pharma ops roles |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Stevanato Group S.p.A. | Director | Public (NYSE) | Current |
| uniQure N.V. | Non-executive Director | Public (Nasdaq) | Current |
| A2 Biotherapeutics, Inc. | Director | Private | Current |
| INCOG BioPharma Services, Inc. | Director | Private | Current |
| Catalent, Inc. | Director | Public (NYSE) | May 2017 – Jan 2024 |
Board Governance
- Committee assignments: Member, Research & Development (R&D) Committee since September 4, 2024; not listed on Audit or Compensation committees in FY2025. R&D Committee chaired by Kapil Dhingra; members include Christy Oliger, Paolo Pucci, and M. Balachandran .
- Independence and leadership: Independent director; Board leadership comprises Executive Chairman (Astley-Sparke), CEO (Patel), and Lead Independent Director (Weinand) .
- Attendance and engagement: All directors attended at least 75% of Board/committee meetings in FY2025; non-management directors held executive sessions in 5 Board meetings. He attended the 2024 Annual Meeting .
- Classified board and term: Class III director; Class III terms run to the 2027 annual meeting .
Fixed Compensation
- FY2025 director cash fees earned: $30,188 (pro-rated given September 2024 start) .
- Standard non-employee director fee schedule (annual; paid quarterly) :
- Board retainer: $45,000
- Chair of Board: $80,000
- Committee fees (annual):
- Audit Chair $20,000; Audit Member $10,000
- Compensation Chair $15,000; Compensation Member $7,500
- Nominating & Corporate Governance Chair $10,000; Member $5,000
- Research & Development Chair $15,000; Member $7,500
- Anti-hedging/pledging: Company prohibits hedging and pledging by directors .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Exercise Price/Terms |
|---|---|---|---|---|---|
| Stock options (initial grant upon appointment) | Sep 4, 2024 | 64,000 | 456,518 | 25% on 1-year anniversary; remainder in 24 equal monthly installments | Exercise price = closing price on grant date |
Notes:
- FY2025 total director compensation: $486,706 (cash $30,188; option awards $456,518). Option fair values under ASC 718; may not reflect realizable value .
- Annual director option grants (32,000) occur each April 1 for continuing non-employee directors; his initial grant was made at appointment (Sept 4, 2024). Annual grants vest over one year .
- No performance metrics apply to director equity; vesting is time-based .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Relevance |
|---|---|---|
| Stevanato Group S.p.A. (public) | Director | Provider of drug containment/delivery solutions; no related-party transactions with REPL disclosed in FY2025 proxy . |
| uniQure N.V. (public) | Non-executive Director | Gene therapy; no related-party transactions with REPL disclosed in FY2025 proxy . |
| A2 Biotherapeutics; INCOG BioPharma (private) | Director | No related-party transactions with REPL disclosed . |
- Related party transactions: Company policy requires Audit Committee pre-approval; none meeting disclosure thresholds involving directors were reported for FY2025 (other than standard compensation) .
Expertise & Qualifications
- Biopharma manufacturing & operations leadership; biopharma C‑suite leadership; financial/capital markets leadership; international life sciences leadership (per Board skills matrix) .
- Deep operations/manufacturing track record at Amgen; COO experience in mRNA therapeutics; governance experience across multiple biopharma boards .
Equity Ownership
| As of date | Beneficial Shares | % Outstanding | Options Exercisable | Options Unexercisable | Pledged/Hedged |
|---|---|---|---|---|---|
| June 30, 2025 | 0 | 0% | 0 | 64,000 | Prohibited by policy (no pledging/hedging allowed) |
Governance Assessment
-
Strengths
- Independent director with deep biopharma manufacturing and operations expertise—valuable for R&D pipeline oversight and eventual commercialization scale-up .
- Clean related-party profile in FY2025; Audit Committee pre-approval policy in place. Anti-hedging/pledging and clawback policies enhance governance hygiene .
- Active committee role on R&D; Board met regularly; directors met attendance thresholds and held executive sessions, supporting independent oversight .
-
Watch items / potential investor perception issues
- No common stock beneficially owned as of June 30, 2025; alignment currently via unvested options. Investors may prefer direct share ownership over options alone .
- Multiple external directorships (two public boards plus private boards) could raise time-commitment questions; monitor workload and any potential supplier/customer overlaps (e.g., Stevanato) though no related-party transactions disclosed .
- Not currently on Audit or Compensation committees; influence centered on R&D oversight rather than core pay/financial controls .
-
Shareholder sentiment context
- Say-on-pay support at the September 4, 2024 annual meeting was strong (53,580,801 For vs. 1,025,630 Against; 44,016 Abstain), indicating a supportive investor base toward compensation governance at that time .
Appendices
Director Compensation Detail (FY2025)
| Component | Amount ($) |
|---|---|
| Fees earned in cash | 30,188 |
| Option awards (grant-date fair value) | 456,518 |
| Total | 486,706 |
Committee Roster (FY2025)
- Research & Development Committee: Chair – Kapil Dhingra; Members – Christy Oliger, Paolo Pucci, Madhavan Balachandran .
- Audit Committee: Chair – Joseph Slattery; Members – Veleka Peeples‑Dyer, Dieter Weinand .
- Compensation Committee: Chair – Christy Oliger; Members – Joseph Slattery, Kapil Dhingra .
- Nominating & Corporate Governance Committee: Chair – Dieter Weinand; Members – Veleka Peeples‑Dyer, Paolo Pucci, Michael Goller .
Policies
- Anti‑hedging and pledging: Prohibited for directors .
- Clawback: Compensation recoupment policy adopted Nov 20, 2023 in line with Dodd‑Frank/Nasdaq rules .