Paolo Pucci
About Paolo Pucci
Paolo Pucci (age 64) has served as an independent Class II director of Replimune Group, Inc. since April 2020. He brings >30 years of biopharma leadership, including CEO of ArQule (acquired by Merck in Jan 2020), senior roles at Bayer (Oncology & Global Specialty Medicines) and Eli Lilly; he holds an M.S. in economics and accounting (Università di Napoli Federico II) and an MBA (University of Chicago) . The Board has determined Mr. Pucci to be independent under Nasdaq and SEC rules; all directors attended at least 75% of meetings in FY2025, and Pucci attended the 2024 annual meeting by teleconference .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ArQule, Inc. | Chief Executive Officer | 2008–Jan 2020 (company acquired by Merck) | Led strategy through successful sale to Merck |
| Bayer AG | President, Oncology & Global Specialty Medicines; member, Pharma Global Management Committee | 2001–2008 | Global commercial and portfolio leadership |
| Eli Lilly & Co. | Multiple roles; Managing Director, Eli Lilly Sweden AB | 1991–2001 | International general management |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| West Pharmaceutical Services, Inc. | Director | Current | NYSE-listed; drug containment/delivery |
| Merus N.V. | Director; prior Audit Chair | Current | Nasdaq-listed biotech |
| Chiesi Farmaceutici | Independent Non-Executive Director | Appointed Jan 2025 | Privately held Italian biopharma |
| AION Healthspan | Director | Current | Private company |
| Prior boards (selected) | Director | Prior | ArQule; Algeta (acquired by Bayer); Dyax (acquired by Shire); NewLink Genetics; Trillium (acquired by Pfizer) |
Board Governance
- Classification and tenure: Replimune has a classified board; Pucci is a Class II director. Directors can be removed only for cause by 75% stockholder vote; the Board recently expanded to 10 members .
- Independence and attendance: Independent director; Board and committee attendance ≥75% in FY2025; non-management directors held 5 executive sessions. Pucci attended the 2024 annual meeting via teleconference .
- Committee assignments (current/changes):
- Nominating & Corporate Governance Committee (member)
- Research & Development Committee (member)
- Compensation Committee (member until June 5, 2024; replaced by Christy Oliger)
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-chair) | $45,000 | Standard non-employee director retainer in FY2025 |
| Committee fees (chair/member) | Audit: $20,000/$10,000; Compensation: $15,000/$7,500; Nominating & Corporate Governance: $10,000/$5,000; R&D: $15,000/$7,500 | FY2025 schedule |
| Pucci — Cash fees earned (FY2025) | $59,758 | Actual fees earned for year ended Mar 31, 2025 |
Performance Compensation (Director Equity)
| Grant/Instrument | Grant date | Size | Vesting/Terms | Accounting FV |
|---|---|---|---|---|
| Annual stock options to continuing non-employee directors | Apr 1, 2025 | 32,000 options | Typically vest in full at 1-year anniversary; exercise price at grant close | Standard annual grant policy |
| Pucci — Option awards recognized (FY2025) | N/A | N/A | Time-based; director awards are not performance-conditioned | $167,661 (grant date fair value) |
- Director equity program design: continuing directors generally receive annual options (e.g., 32,000 on Apr 1 each year) with one-year cliff vesting; exercise price equals market close on grant date .
- Note: Director equity is time-vested (no performance metric overlay), aligning with market practice for non-employee directors .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Independence status | Independent (Board-determined) |
| Potential interlocks | None disclosed between Pucci’s outside roles and Replimune; the proxy discloses Baker Bros.-related matters due to another director (Michael Goller) representing a >5% holder . |
| ESG oversight | Nominating & Corporate Governance Committee leads ESG initiatives; Pucci serves on this committee |
Expertise & Qualifications
- Strategic and transaction leadership: CEO who led ArQule through sale to Merck (2020) .
- Global oncology commercialization and specialty pharma: Senior leadership at Bayer; extensive experience at Eli Lilly .
- Finance and governance: Service as public company director and audit chair (Merus N.V.); MBA (Chicago Booth); M.S. econ/accounting (Napoli) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition | Pledging |
|---|---|---|---|---|
| Paolo Pucci | 123,200 | <1% | Entirely options exercisable within 60 days of June 30, 2025 [footnote (12)] | None pledged (company-wide disclosure) |
Breakdown of director option holdings (as of Mar 31, 2025):
- Pucci options outstanding: 91,200 exercisable; 32,000 unexercisable .
Company policies affecting alignment:
- Anti-hedging and anti-pledging: Directors prohibited from hedging and from pledging or margining company stock .
- Clawback: Company-adopted compensation recoupment policy per Nasdaq and Dodd-Frank (primarily for incentive-based comp) .
Governance Assessment
- Board effectiveness and engagement: Pucci is an active independent director with strong industry credentials (CEO M&A outcome; big pharma leadership). Committee work on Nominating & Corporate Governance and R&D aligns with his profile; attendance thresholds met; ESG oversight embedded in his committee’s remit .
- Alignment and incentives: Director pay features modest cash retainers and annual time-based stock options; Pucci’s FY2025 mix ($59,758 cash; $167,661 equity) skews toward equity, promoting alignment but without performance conditions (standard for boards) .
- Conflicts/related parties: Proxy discloses no related-party transactions involving Pucci; the only significant related-person disclosures relate to Baker Bros. (separate director), with registration rights and offering participation—monitored under the company’s related-party policy reviewed by the Audit Committee .
- Independence and structure: Pucci is independent. However, Replimune maintains a classified board with for-cause-only removal and a supermajority requirement (75%)—a potential entrenchment concern for some investors, though the company cites long-term continuity benefits for biotech development cycles .
RED FLAGS to monitor
- Classified board and 75% supermajority removal for cause only (potential entrenchment risk) .
- Concentrated ownership influence via Baker Bros.-affiliated director (separate from Pucci); company has formal related-party oversight and disclosed registration rights .
Positive signals
- Clear independence determination; anti-hedging/anti-pledging policy; clawback policy in place .
- Strong attendance and executive sessions; active ESG oversight via Nominating & Corporate Governance Committee .
Appendix: Committee Assignments Snapshot (FY2025)
- Nominating & Corporate Governance: Member (with Peeples-Dyer, Goller; chaired by Weinand)
- Research & Development: Member (with Oliger, Balachandran; chaired by Dhingra)
- Compensation: Member until June 5, 2024 (replaced by Oliger)