Michael Goller
About Michael Goller
Independent Class I director since March 5, 2025; age 50 as of July 16, 2025; Partner at Baker Bros. Advisors LP (BBA), with prior roles at JPMorgan Partners and Merrill Lynch; B.S. in Molecular & Cell Biology (Penn State) and dual master’s degrees in Biotechnology and MBA (University of Pennsylvania) . The Board determined he is independent under Nasdaq standards; he serves on the Nominating & Corporate Governance Committee and was appointed as a representative of the BBA Funds, a 32.3% beneficial owner, which introduces potential conflict-of-interest considerations despite formal independence status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors LP | Partner | 2005–present | Representative of BBA Funds on REPL Board |
| JPMorgan Partners, LLC | Associate | 1999–2003 | Finance/PE experience |
| Merrill Lynch & Co. | Investment Banker | 1997–1999 | Capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DBV Technologies S.A. | Director | Oct 2015–present | Public biopharma |
| BeiGene, Ltd. | Director | Not specified–present | Public biotech (China) |
| Terremoto Biosciences, Inc. | Director | Not specified–present | U.S. biotech |
| Levo Therapeutics | Director | Aug 2017–Feb 2019 | Prior board service |
Board Governance
- Classification and independence: Class I director; Board determined all non-employee directors, including Goller, are independent (CEO and Executive Chairman are not) .
- Committees: Member, Nominating & Corporate Governance Committee (appointed March 5, 2025; chaired by Dieter Weinand) .
- Attendance: In FY2025 the Board met 7 times; all directors attended at least 75% of Board and committee meetings; non-management directors held executive sessions during 5 Board meetings .
| Governance Item | Detail |
|---|---|
| Board class | Class I |
| Committee assignment | Nominating & Corporate Governance (member) |
| Committee chair roles | None disclosed for Goller |
| Independence | Independent under Nasdaq/SEC standards |
| Board meetings FY2025 | 7 meetings; ≥75% attendance by all directors |
| Executive sessions FY2025 | 5 sessions of non-management directors |
Fixed Compensation
| Component | Framework (FY2025) | Michael Goller – FY2025 Actual |
|---|---|---|
| Annual Board retainer (non-chair) | $45,000 cash | $3,145 cash fees (partial year) |
| Committee member fees | Nominating & Corporate Governance: $5,000; Compensation: $7,500; R&D: $7,500; Audit: $10,000 | Included in cash fees above (partial year) |
| Committee chair fees | Audit chair: $20,000; Compensation chair: $15,000; Nominating chair: $10,000; R&D chair: $15,000 | Not applicable |
| Reimbursements | Reasonable travel/out-of-pocket expenses | As applicable |
Performance Compensation
- Annual director equity: Continuing non-employee directors received options to purchase 32,000 shares on April 1, 2025; Goller did not receive the April 1, 2025 annual grant due to his initial grant timing .
- Initial option grant: 64,000 options granted March 5, 2025; 25% vests at 1-year anniversary, remaining 75% vests in 24 equal monthly installments; exercise price equals closing price on grant date .
| Equity Award Detail | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Exercise Price |
|---|---|---|---|---|---|
| Initial Director Stock Option | Mar 5, 2025 | 64,000 | 539,987 | 25% at 1-year; 75% monthly over 24 months | Closing price on grant date |
Performance metrics table (director compensation):
| Metric | FY2025 Disclosure |
|---|---|
| Performance-based metrics tied to director equity | None disclosed for directors; options are time-vested |
Other Directorships & Interlocks
- Major shareholder representation: Goller is a full-time employee of BBA and serves on REPL’s Board as a representative of the BBA Funds (667, L.P. and Baker Brothers Life Sciences, L.P.), which beneficially own 25,103,489 shares (32.3%) .
- Registration rights agreement: Upon Goller’s appointment, REPL entered into an Affiliate Registration Rights Agreement with the BBA Funds (March 5, 2025) granting resale registration rights; requires filing a resale registration within 60 days of request; permits up to one underwritten offering per calendar year, no more than three total, and not more than two underwritten offerings or block trades in any calendar year; company pays certain expenses and indemnifies BBA .
Related party capital raises:
| Transaction | Date | Securities | Price | Net Proceeds to REPL |
|---|---|---|---|---|
| Private placement participation by BBA Funds | Jun 2024 | 5,668,937 common; 5,669,578 pre-funded warrants | $8.82 per share; $8.819 per pre-funded warrant | ~$96.7M (after ~$3.3M fees) |
| Underwritten public offering participation by BBA Funds | Nov 2024 | 8,538,377 common; 3,846,184 pre-funded warrants | $13.00 per share; $12.9999 per pre-funded warrant | ~$156.0M (after ~$5.0M fees) |
Expertise & Qualifications
- The Board’s skills matrix identifies Goller’s primary strengths in pricing/reimbursement/access, international life sciences, corporate governance, and financial & capital markets leadership .
Equity Ownership
- Beneficial ownership: As of June 30, 2025, Goller beneficially owned 0 shares; less than 1% of outstanding shares .
- Outstanding director options (as of March 31, 2025): 0 exercisable; 64,000 unexercisable .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors; proxy states none of the shares listed are pledged as security .
| Ownership Item | Amount |
|---|---|
| Shares beneficially owned | 0; <1% |
| Options exercisable | 0 |
| Options unexercisable | 64,000 |
| Shares pledged | None |
| Hedging/Pledging policy | Prohibited for directors |
Governance Assessment
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Independence vs. influence: While the Board deems Goller independent, his role as a representative of a 32.3% owner with bespoke registration rights may create perceived influence over financing strategy and governance priorities; mitigate via robust lead independent oversight and transparent related-party policies .
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Committee placement: Assigning Goller to Nominating & Corporate Governance (not Audit/Compensation) reduces direct influence on financial reporting and executive pay, which is favorable for governance balance .
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Attendance and engagement: Board and committee activity levels were high in FY2025, with executive sessions held regularly, supporting effective oversight culture .
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RED FLAGS:
- Major shareholder interlock and special registration rights concurrent with board appointment (potential conflict of interest) .
- Ongoing significant participation by BBA Funds in company financings (monitor terms for fair dealing and minority shareholder protections) .
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Alignment: Director pay is modest cash plus time-based options; no performance metrics for director equity, which is standard and avoids misaligned incentives for oversight roles .
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Controls: Anti-hedging/pledging policy and disclosure that shares are not pledged support alignment and risk control .