Philip Astley-Sparke
About Philip Astley-Sparke
Philip Astley-Sparke is Replimune’s co‑founder and Executive Chairman (since April 2024), previously CEO (January 2020–April 2024). He is 53, holds a B.Sc. in Cellular & Molecular Pathology (Bristol University), and has extensive industry and financial leadership experience including prior roles as CEO of BioVex, Vice President & General Manager at Amgen following Amgen’s acquisition of BioVex, and Chairman of uniQure N.V. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Replimune Group, Inc. | CEO | Jan 2020–Apr 2024 | Led strategy and operations, later transitioned to Executive Chairman |
| BioVex Group, Inc. | President & CEO | Pre‑2011 | Built oncolytic platform acquired by Amgen |
| Amgen Inc. | Vice President & General Manager | Until Dec 2011 | Post‑acquisition leadership of BioVex assets |
| uniQure N.V. | Chairman; President U.S. Ops | Chairman 2016–Jun 2021; U.S. Ops 2013–2015 | Governance oversight; established U.S. infrastructure |
| Chase H&Q; Arthur Andersen LLP | Healthcare investment banker; Chartered Accountant | Prior career | Financial and capital markets expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| enGene Holdings Inc. (Nasdaq) | Director | Since Jul 2025 | Immunotherapy company |
| Forbion Capital Partners | Venture Partner | Since May 2012 | Forbion funds are REPL holders (see ownership) |
| Oxyrane Limited | Chairman | 2012–2020 | Biotech board leadership |
| Forbion European Acquisition Corp | Director | 2021–2023 | SPAC board role |
Board Governance
- Independence: Not independent under Nasdaq; Board determined only CEO (Sushil Patel) and Executive Chairman (Philip) are non‑independent. All other directors and committee members are independent .
- Board leadership: Structure includes Executive Chairman (Astley‑Sparke), CEO (Patel), and Lead Independent Director (Dieter Weinand, since April 2024) .
- Committees and chairs: Audit (Chair: Joseph Slattery), Compensation (Chair: Christy Oliger), Nominating & Corporate Governance (Chair: Dieter Weinand), Research & Development (Chair: Kapil Dhingra) .
- Meetings/attendance: FY ended March 31, 2025—Board held 7 meetings (all directors ≥75% attendance); non‑management directors held 5 executive sessions. Directors are encouraged to attend annual meetings; Astley‑Sparke attended the 2024 annual meeting via teleconference .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Executive Chairman annual base salary | $268,686 | Per second amended & restated employment agreement effective Apr 1, 2024; part‑time (avg. 40% weekly hours, ≥20 hours/week) |
| Target annual bonus (Exec Chairman) | 60% of base | Discretionary performance bonus target; subject to Compensation Committee adjustments |
| Director cash retainer (employee directors) | Not paid | Employee directors receive no director fees; non‑employee director retainer is $45,000; Chairperson $80,000 (for context) |
Performance Compensation
| Item | FY | Detail |
|---|---|---|
| Stock awards (grant‑date fair value) | 2024 | $2,509,486 while CEO |
| Option awards (grant‑date fair value) | 2024 | $2,548,357 while CEO |
| Annual bonus paid | 2024 | $311,520 (awarded at 80% of target based on corporate/individual objectives) |
| Bonus target (while CEO) | 2024 | 60% of base salary |
Performance metrics: Annual bonuses for NEOs are based on achievement versus corporate and individual goals (specific metrics not enumerated in proxy). In FY2024, payouts for NEOs were 80% (CEO at that time—Astley‑Sparke), 90% (CFO), and 78.8% (CMO) of target reflecting “significant progress” against goals .
Other Directorships & Interlocks
| Entity | Relationship to REPL | Potential Interlock/Conflict Note |
|---|---|---|
| Forbion Capital Partners | Venture Partner (Astley‑Sparke) | Forbion III COOP beneficial owner of ~5.4% as of Jun 30, 2025; governance awareness advisable given venture affiliation |
| Baker Bros. Advisors LP | Major holder; Board representative | Michael Goller (Baker Bros partner) appointed to REPL Board Mar 5, 2025; Affiliate Registration Rights Agreement grants resale rights to BBA Funds; BBA participated in June/Nov 2024 financings |
Expertise & Qualifications
- Strengths include Corporate Governance and Financial & Capital Markets Leadership; rare disease leadership; biopharma commercial development. Board skills matrix flags his governance and finance capabilities among others .
Equity Ownership
| Date (Record) | Total Beneficial Ownership | % of Shares Outstanding | Breakdown | Pledging/Hedging |
|---|---|---|---|---|
| Jun 30, 2024 | 2,211,061 shares | 3.2% | Includes options exercisable within 60 days | |
| Jun 30, 2025 | 2,304,054 shares | 2.9% | 1,316,521 shares common + 987,533 options exercisable within 60 days | |
| Policy/Status | — | — | — | Company prohibits hedging/pledging; proxy notes none of the shares are pledged as security |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-05-22 | 2025-05-20 | Sale | 32,279 | $8.06 | 1,405,071 | |
| 2024-08-30 | 2024-08-30 | Gift | 50,000 | $0.00 | 1,437,350 | |
| 2024-05-20 | 2024-05-16 | Sale | 37,928 | $6.47 | 1,487,350 |
Employment & Contract Terms (Exec Chairman)
- Severance: If terminated without cause or resigns for good reason, 12 months of base salary paid in installments and Company‑paid COBRA for up to 12 months (earlier if eligible under subsequent employer or COBRA ineligible) .
- Change‑of‑Control: If terminated without cause or for good reason within 12 months post‑CoC, 2x base salary plus target bonus paid over 24 months, and COBRA for up to 24 months (earlier if eligible under subsequent employer or COBRA ineligible) .
- 280G cutback: Payments reduced only if doing so yields greater net after‑tax benefit .
- Restrictive covenants: Non‑compete and non‑solicit during employment and 1 year thereafter; confidentiality restrictions apply .
Director Compensation (Context)
- Non‑employee directors receive $45,000 annual retainer ($80,000 for Chairperson) and committee fees; annual option grants typically 32,000 shares. Employee directors (including Executive Chairman) receive no director fees; compensation via employment arrangements .
- FY2025 non‑employee director fees and option values are disclosed (e.g., Audit Chair fee $20,000; Compensation Chair $15,000) .
Related Party Transactions & Policies
- Policy requires Audit Committee review and approval for related‑party transactions >$120,000; FY2025 proxy reports none for directors/executives/5% holders beyond disclosed financing/registration arrangements with BBA Funds; those financings and a registration rights agreement with BBA were disclosed (see interlocks) .
- Clawback policy adopted Nov 20, 2023 per Dodd‑Frank/Nasdaq rules .
Governance Assessment
- Independence and oversight: As Executive Chairman and co‑founder, Astley‑Sparke provides continuity and domain expertise but isn’t independent; Board mitigates via Lead Independent Director and fully independent Audit/Compensation/N&CG committees .
- Alignment: Material personal ownership (≈2.9%) and options align incentives; company prohibits hedging/pledging and reports no pledging, supporting alignment .
- Signals: Recent small open‑market sales and a gift in 2024–2025 suggest portfolio activity; not indicative of governance issues in isolation (monitor patterns) .
- Potential conflicts: Venture Partner status at Forbion alongside Forbion’s significant ownership warrants continued monitoring for recusals and adherence to related‑party policy; Baker Bros’ board representation and registration rights are appropriately disclosed and governed .
RED FLAGS: Non‑independence; venture affiliation with a significant holder (Forbion). Mitigants include independent committee structure, formal related‑party transaction policy, and transparent disclosure of holder arrangements .