Sushil Patel
About Sushil Patel
Sushil Patel, Ph.D., age 54, is Chief Executive Officer of Replimune and a Class III director since April 1, 2024; he previously served as Chief Strategy Officer (Jan 2023–Apr 2024) and Chief Commercial Officer (May 2021–Jan 2023) . He holds a Ph.D. in Molecular Biology (University of London, 1999), an M.S. in Biotechnology (Imperial College London, 1993), and a B.S. in Microbiology and Microbial Technology (University of Warwick, 1992) . During FY2025, Replimune’s cumulative TSR measured $57.42 for $100 invested on 3/31/2022 (vs. $48.12 in FY2024), while net loss was $247.3 million (vs. $215.8 million in FY2024), and the company states it does not use net income performance for setting executive pay as a smaller reporting company pre-commercial biotech . Dr. Patel’s FY2025 compensation totaled $3,697,661, reflecting base salary $600,000, stock awards $1,288,359, option awards $1,345,900, and cash incentive $450,000, with performance RSUs tied to RP1 BLA approval by June 30, 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Replimune Group, Inc. | CEO; Director (Class III) | Apr 2024–present | Lead transition to commercialization; RP1 BLA pathway oversight |
| Replimune Group, Inc. | Chief Strategy Officer | Jan 2023–Apr 2024 | Corporate strategy ahead of RP1 submission |
| Replimune Group, Inc. | Chief Commercial Officer | May 2021–Jan 2023 | Commercial build-out for oncolytic immunotherapy portfolio |
| Genentech, Inc. | VP, Franchise Head (Lung, Skin, Tumor Agnostic, Rare Cancers) | Apr 2018–May 2021 | Led commercialization strategy; involved in 8+ product launches |
| Genentech, Inc. | Various roles incl. Tecentriq global launch lead | 2002–2018 | Lifecycle leadership in oncology (lung cancer) |
| Front Line Strategic Mgmt Consulting | Senior Consultant | 1999–2002 | Biopharma strategy advisory |
| IMS Health (Pharma Strategy Group) | Senior Research Executive | 1996–1999 | Market and strategy analytics |
| Central Public Health Laboratory | Clinical Research Scientist | 1993–1996 | Early-stage research |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Revolution Medicines, Inc. | Director | Current | NASDAQ-listed oncology company |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $464,880 | $600,000 |
| Stock Awards ($) | $706,400 | $1,288,359 |
| Option Awards ($) | $717,342 | $1,345,900 |
| Non-Equity Incentive ($) | $162,708 | $450,000 |
| All Other Compensation ($) | $11,767 | $13,402 |
| Total ($) | $2,063,097 | $3,697,661 |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY2025) | Corporate goals (company and individual objectives) | Not disclosed | 60% of base salary | 125% of target | $450,000 | Cash (no vesting) |
| Performance RSUs (Granted FY2025) | FDA approval of first RP1 BLA by June 30, 2026 | Not disclosed | 100% vesting upon milestone | Not disclosed (approval event-driven) | Not disclosed (event-driven) | Vest based on milestone (event date on/≤ Jun 30, 2026) |
- Pay setting process references Pearl Meyer (independent consultant) and pay-for-performance philosophy .
Equity Ownership & Alignment
| Ownership Detail (as of 6/30/2025) | Amount |
|---|---|
| Shares owned | 81,282 |
| Options exercisable within 60 days | 308,957 |
| Total beneficial ownership | 390,239 |
| % of shares outstanding | <1% |
| Shares pledged as collateral | None |
| Anti-hedging and pledging policy | Company prohibits hedging and pledging by employees and directors |
| Clawback policy | Adopted Nov 20, 2023; recovery of erroneously awarded incentive comp upon restatement |
Selected Vesting Schedules (Key Grants)
| Grant Type | Grant Date | Quantity | Exercise Price | Vesting Schedule |
|---|---|---|---|---|
| Stock Options | Apr 1, 2024 | 250,000 | $7.73 | 25% on Apr 1, 2025, then approx. equal monthly installments until Apr 1, 2028 |
| Stock Options | Apr 1, 2023 | 50,000 (28,750 exercisable; 31,250 unexercisable at 3/31/2025) | $17.66 | 25% on Apr 1, 2024, then approx. equal monthly installments until Apr 1, 2027 |
| Stock Options | May 3, 2021 | 125,000 (119,791 exercisable; 5,209 unexercisable at 3/31/2025) | $36.75 | 25% on May 3, 2022, then approx. equal monthly installments until May 3, 2025 |
| RSUs | May 15, 2025 (FY2025 grant) | 26,665 | n/a | 25% on May 15, 2025, then annual installments until May 15, 2028 |
| PSUs | FY2025 grant | 83,335 (at target) | n/a | Vest on RP1 BLA approval by June 30, 2026 |
- Company insider trading policy governs trading windows and prohibits hedging/pledging; no dividends or equivalents on options/SARs, and equity grant timing policy avoids grants close to material nonpublic info releases .
Employment Terms
| Provision | Term |
|---|---|
| Agreement | Second Amended & Restated Employment Agreement effective Apr 1, 2024 |
| Base Salary | $600,000 initial |
| Target Annual Bonus | 60% of base salary (discretionary performance bonus) |
| Benefits & Equity Eligibility | Standard benefits and eligibility under Replimune 2018 Omnibus Incentive Compensation Plan |
| Severance (without cause/for good reason) | 12 months of base salary paid in installments; COBRA premiums up to 12 months (earlier if new coverage or COBRA ineligible) |
| Change-of-Control Severance (double trigger within 12 months) | 2x (base salary + target bonus) paid over 24 months; COBRA premiums up to 24 months (earlier if coverage or COBRA ineligible) |
| 280G Cutback | Payments reduced only if reduction yields greater net after-tax benefit |
| Restrictive Covenants | 1-year non-compete and non-solicit post-employment; confidentiality |
Board Governance
- Board Service: Appointed by the Board to Class III directorship effective April 1, 2024; currently serves as CEO and director .
- Independence: Board determined Dr. Patel (CEO) is not independent under Nasdaq/SEC standards; majority of Board and Audit/Compensation committees are independent .
- Leadership Structure: Positions of Executive Chairman (Philip Astley-Sparke), CEO (Sushil Patel), and Lead Independent Director (Dieter Weinand) are separated to enhance oversight; structure implemented upon Patel’s promotion on April 1, 2024 .
- Committee Roles: Dr. Patel is not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or R&D committees, consistent with executive management role .
- Attendance & Meetings: Board held 10 meetings in FY2024 and 7 meetings in FY2025; all members attended ≥75% of meetings; non-management executive sessions held regularly .
- Director Compensation: Employee directors receive no additional director cash fees or equity beyond executive compensation .
Compensation Committee Analysis
- Composition: FY2025 Compensation Committee comprised of Joseph Slattery (Chair), Kapil Dhingra, and Christy Oliger; all independent per SEC/Nasdaq .
- Consultant: Pearl Meyer engaged to advise on governance and market practices for executive compensation; Compensation Committee determined consultant independence and lack of conflicts .
- Activity: Committee met 3 times and took action by written consent 9 times in FY2025; annual equity grants typically approved around the first day of the fiscal year (Apr 1) per equity grant timing policy .
Compensation Structure Insights
- Mix shift: As CEO, Dr. Patel’s cash and equity increased in FY2025 versus FY2024; stock awards rose to $1.29M and option awards to $1.35M, reflecting greater at-risk pay and event-based PSUs tied to RP1 BLA .
- Annual bonus rigor: FY2025 payout at 125% of target suggests above-target achievement versus corporate goals; targets are expressed as a percentage of salary, with discretion by Board/Committee .
- Equity policy: Anti-hedging/pledging and clawback policies reinforce alignment and recovery mechanisms, limiting misalignment and risk from derivatives or restatements .
- Grant timing controls: Policy explicitly discourages grants near material nonpublic information releases to reduce timing risk; no grants to executives occurred during blackout windows in FY2025 .
Risk Indicators & Red Flags
- Event-based PSUs: Vesting contingent on RP1 BLA approval by June 30, 2026 concentrates compensation risk on regulatory outcomes; aligns incentives to value-creating milestones but heightens binary event exposure .
- Dilution controls: Board is seeking to amend the 2018 Plan’s evergreen from 4% to 5% annually to support talent retention; increases potential dilution if approved .
- Related party oversight: Affiliate Registration Rights Agreement with Baker Bros. Advisors upon appointment of their representative to the Board; provides resale registration rights and stipulates offering limits; overseen under related party transactions policy .
- Trading constraints: Insider Trading Policy enforces trading windows and prohibits hedging/pledging; none of the reported shares are pledged .
Employment Terms
| Key Term | Detail |
|---|---|
| Severance multiple (no COC) | 1x base salary; COBRA up to 12 months |
| COC treatment | Double trigger; 2x base + target bonus; COBRA up to 24 months |
| Non-compete | 1 year post-termination |
| Clawback | Dodd-Frank/Nasdaq compliant; restatement recovery |
| Anti-hedging/pledging | Prohibited for employees/directors |
Investment Implications
- Alignment: Event-based PSUs tied to RP1 approval and strong at-risk equity mix align CEO incentives with value creation from regulatory/commercial milestones, supported by anti-hedging/pledging and clawback policies .
- Retention: Significant unvested options and RSUs vest monthly/annually through 2028, creating ongoing retention hooks; severance and double-trigger change-of-control protection reduce flight risk and transactional churn .
- Governance balance: CEO dual role with board seat is offset by separated Executive Chairman and Lead Independent Director roles and independent committees, supporting oversight during commercialization transition .
- Dilution monitoring: Proposed evergreen increase to 5% (if approved) enhances equity flexibility for talent but warrants monitoring for dilution vs. performance outcomes .