Replimune Group, Inc.
For the period ended Sep 15, 2026. Filed Jul 29, 2026.
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Sep 15, 2026 · Filed Jul 29, 2026
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Contents
Pay Versus Performance Table
PAY VERSUS PERFORMANCE
The Company is a smaller reporting company, and its most recent fiscal year ended March 31, 2026. As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The “Executive Compensation” section of this proxy filing describes the compensation setting process for our executive officers, which is done independently from the disclosure requirements.
Pay Versus Performance Table
The following table provides the information required for our NEOs for each of the fiscal years ended March 31, 2026, March 31, 2025 and March 31, 2024, along with the financial information required for each fiscal year. As a pre-commercial biotechnology company, we do not use Net Income (Loss) performance in determining our executive compensation, and as a Smaller Reporting Company, we are not required to choose a “Company Selected Measure.”
| Year · · · Summary Compensation Table Total for PEO(1) $ · · · Compensation Actually Paid to the PEO(1)(2)(3) $ · · · Average Summary Compensation Table Total for Non-PEO NEOs(4) $ · · · Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(4) $ · · · Value of Initial Fixed $100 Investment Based on Total Shareholder Return $(5) · · · Net Income (in millions) $ · | |||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | | | | | 5,845,982 | | | | | | 3,616,521 | | | | | | 2,102,676 | | | | | | 1,323,935 | | | | | | 43.32 | | | | | | -313.9 | | |
| 2025 | | | | | 3,697,661 | | | | | | 4,881,839 | | | | | | 1,609,909 | | | | | | 2,161,024 | | | | | | 55.21 | | | | | | -247.3 | | |
| 2024 | | | | | 6,018,364 | | | | | | 1,147,411 | | | | | | 2,915,760 | | | | | | 972,999 | | | | | | 46.26 | | | | | | -215.8 | | |
(1)
PEO for FY 2025 and 2026: Sushil Patel; PEO for FY 2024: Philip Astley-Sparke
(2)
Deductions from, and additions to, total compensation reported in the Summary Compensation Table by year to calculate CAP (in accordance with Item 402(v) of Regulation S-K) include:
| · · · 2026 · · · 2025 · · · 2024 · | |||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Sushil Patel · · · Average Non-CEO NEOs · · · Sushil Patel · · · Average Non-CEO NEOs · · · Philip Astley- Sparke · · · Average Non-CEO NEOs · | |||||||||||||||||||||||||||||||||||||
| Total Compensation from Summary Compensation Table | | | | $5,845,982 | | | | | | 2,102,676 | | | | | | 3,697,661 | | | | | | 1,609,909 | | | | | | 6,018,364 | | | | | | 2,915,760 | | | |
| Total Adjustments for Pension | | | | $— | | | | | $— | | | | | $— | | | | | $— | | | | | $— | | | | | $— | | | ||||||
| Adjustments for Equity Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjustment for grant date values in the Summary Compensation Table | | | | $(4,824,328) | | | | | $(1,364,251) | | | | | $(2,634,259) | | | | | $(842,929) | | | | | $(5,057,843) | | | | | $(2,400,171) | | | ||||||
| Year-end fair value of unvested awards granted in the current year | | | | $4,350,960 | | | | | $1,220,659 | | | | | $3,700,154 | | | | | $1,183,996 | | | | | $2,036,595 | | | | | $969,654 | | | ||||||
| Year-over-year difference of year-end fair values for unvested awards granted in prior years | | | | $(1,508,370) | | | | | $(527,170) | | | | | $129,323 | | | | | $115,326 | | | | | $(1,617,930) | | | | | $(407,525) | | | ||||||
| Fair values at vest date for awards granted and vested in current year | | | | $— | | | | | $— | | | | | $— | | | | | $— | | | | | $— | | | | | $— | | | ||||||
| Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | | | | $(247,724) | | | | | $(107,979) | | | | | $(11,040) | | | | | $94,723 | | | | | $(231,774) | | | | | $(104,719) | | | ||||||
| Total Adjustments for Equity Awards | | | | $(2,229,461) | | | | | $(778,741) | | | | | $1,184,178 | | | | | $551,115 | | | | | $(4,870,953) | | | | | $(1,942,761) | | | ||||||
| Compensation Actually Paid (as calculated) | | | | $3,616,521 | | | | | $1,323,935 | | | | | $4,881,839 | | | | | $2,161,024 | | | | | $1,147,411 | | | | | $972,999 | | | ||||||
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