Veleka Peeples-Dyer
About Veleka Peeples-Dyer
Veleka Peeples-Dyer, age 53, has served as an independent director of Replimune Group, Inc. since June 2023 (Class II) . She is a seasoned life sciences legal and compliance executive, previously Chair of the North American Food & Drug practice and Co‑Chair of the Global Regulatory Group at Baker McKenzie; she holds a B.A. (Hampton University) and J.D. (University of South Carolina School of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker McKenzie | Chair, North American Food & Drug; Co‑Chair, Global Regulatory | Not disclosed | Led FDA regulatory and global compliance advisory for biopharma clients |
| Biopharma companies (in‑house) | Chief Legal Officer; Chief Compliance Officer; Corporate Secretary | Not disclosed | Enterprise legal/compliance leadership across clinical, quality, manufacturing and commercialization |
External Roles
| Organization | Role | Status |
|---|---|---|
| Syridex Bio | Advisory Board member | Current |
| Frederick Innovative Technology Center, Inc. | Board member | Current |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member (independent) .
- Independence: Board determined Peeples‑Dyer is independent under Nasdaq/SEC standards; there are no family relationships among directors/officers .
- Attendance/engagement: All directors attended ≥75% of Board/committee meetings in FY2025; directors met in executive session 5 times; Peeples‑Dyer attended the 2024 Annual Meeting .
Fixed Compensation
- Cash retainers: Non‑employee directors $45,000 annual; Chairperson $80,000; committee fees per schedule below .
| Fee Component | Amount (USD) |
|---|---|
| Annual retainer (non‑employee director) | $45,000 |
| Audit Chair | $20,000 |
| Audit member | $10,000 |
| Compensation Chair | $15,000 |
| Compensation member | $7,500 |
| Nominating & Governance Chair | $10,000 |
| Nominating & Governance member | $5,000 |
| Research & Development Chair | $15,000 |
| Research & Development member | $7,500 |
| Fiscal Year | Fees Earned (USD) |
|---|---|
| FY2024 (ended 3/31/2024) | $48,334 |
| FY2025 (ended 3/31/2025) | $60,000 |
Performance Compensation
- Equity structure: Continuing non‑employee directors receive annual stock options (typically April 1) under the 2018 Plan; exercise price equals grant‑date closing price; most annual director options vest fully at the one‑year anniversary .
- Initial appointment grant: 50,400 options (June 1, 2023) with 25% vesting at 1 year and remaining vesting in 24 equal monthly installments; strike price equals the grant‑date closing price .
| Fiscal Year | Equity Grants (shares) | Option Awards (Grant‑Date Fair Value USD) | Vesting Mechanics |
|---|---|---|---|
| FY2024 | 32,000 (continuing director annual grant) | $619,633 | Annual director options generally vest 1 year from grant |
| FY2025 | 32,000 (continuing director annual grant) | $167,661 | Annual director options generally vest 1 year from grant |
Detailed award/holding status:
- Options outstanding (as of March 31):
- FY2024: Exercisable 0; Unexercisable 50,400
- FY2025: Exercisable 26,775; Unexercisable 55,625
Other Directorships & Interlocks
- No public company directorships disclosed; current roles are advisory/non‑profit (see External Roles) .
- No related party or interlock transactions involving Peeples‑Dyer disclosed; Audit Committee oversees related‑party policy .
Expertise & Qualifications
- FDA regulatory leadership; global compliance; legal advisory across clinical trials, quality, manufacturing, commercialization .
- Board skills matrix identifies Regulatory Leadership, Healthcare & Biopharma Compliance, Corporate Governance, and Government Policy among her primary skills .
Equity Ownership
- Beneficial ownership:
- As of June 30, 2024: 15,750 shares (<1%); comprised entirely of options exercisable within 60 days
- As of June 30, 2025: 66,650 shares (<1%)
- Shares pledged: None; company prohibits hedging and pledging of company stock .
| Date | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| June 30, 2024 | 15,750 | <1% |
| June 30, 2025 | 66,650 | <1% |
| Date | Options Exercisable | Options Unexercisable |
|---|---|---|
| March 31, 2024 | 0 | 50,400 |
| March 31, 2025 | 26,775 | 55,625 |
Governance Assessment
- Independence and committee service: Peeples‑Dyer is independent and serves on Audit and Nominating & Governance—roles central to financial oversight, ESG, nominations, and related‑party reviews .
- Attendance and engagement: Full compliance with attendance thresholds and participation in annual meeting indicates active engagement .
- Compensation alignment: Director pay is modest in cash with equity options vesting over time; FY2024 option value reflected initial and annual grants, normalizing in FY2025—consistent with standard non‑employee director programs .
- Conflicts/RED FLAGS: No related‑party transactions reported in FY2025; anti‑hedging/pledging policy in force; clawback policy adopted Nov 20, 2023 (Dodd‑Frank/Nasdaq) supports governance rigor .