DEF 14A of Repligen Corp, Apr 4, 2025

DEF 14A of Repligen Corp

Filed Apr 4, 2025 · FY20240000950170-25-051141

Open on EDGAR

  1. for the Stockholder Meeting to Be Held on May 15, 2025

    | Compensation Risk Assessment | 46 | | Executive Compensation Tables | 47 | | Director Compensation | 66 | | Proposal 4 – Approval of an amendment to the Company's Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law | 69 | | Background and Reasons for the Proposed Exculpation Amendment | 69 | | Text of Proposed Amendment | 69 | | Timing and Effect of the Proposed Exculpation Amendment | 69 | | Required Vote of Stockholders | 70 | | General Annual Meeting Information | 71 | | Record Date | 71 | | Quorum | 71 | | Voting Securities/Common Stock Outstanding | 71 | | Voting Methods | 71 | | Revoking Your Proxy | 72 | | Effect of Abstentions and Broker Non-Votes | 72 | | Votes Required for Adoption of Proposals | 72 | | Cost of Proxy Solicitation | 73 | | Additional Information | 74 | | Submitting Shareholder Proposals | 74 | | Other Business | 74 | | Voting Proxies | 74 | | Householding | 75 | | Appendix A: Certificate of Amendment to Certificate of Incorporation | 76 |

  2. for the Stockholder Meeting to Be Held on May 15, 2025

    Mr. Loeillot joined the Board, effective September 1, 2024. BOARD COMPOSITION We continuously evaluate our director skill sets and expertise for alignment with Repligen’s strategic goals. Our independent directors bring extensive experience in areas that are critical to the Company’s strategy and long-term success, such as biopharmaceutical manufacturing, global and commercial operations, and finance. Below we highlight the key skills and experiences of our director nominees that are critical to Repligen’s success. In addition to breadth of skills and experience, we believe in establishing and maintaining a Board that includes various demographics because having multiple perspectives and experiences improves the quality of dialogue, contributes to more effective decision-making on behalf of the Company and its shareholders, and enhances the overall chemistry and collaborative culture in the boardroom. Our Board includes directors who represent various ethnicities, and three (3) of our ten (10) director nominees are women, one of whom serves as the Lead Independent Director of our Board.

  3. for the Stockholder Meeting to Be Held on May 15, 2025

    | | Karen A. Dawes, our Lead Independent Director and former Chairperson of the Board, has served as a director of Repligen since September 2005 and the Lead Independent Director since September 2024. She is currently President of Knowledgeable Decisions, LLC, a management consulting firm. Ms. Dawes served from 1999 to 2003 as Senior Vice President and U.S. Business Group Head for Bayer Corporation’s U.S. Pharmaceuticals Group (“Bayer”). Prior to joining Bayer, she was Senior Vice President, Global Strategic Marketing, at Wyeth LLC (“Wyeth”), a pharmaceutical company (formerly known as American Home Products), where she held responsibility for worldwide strategic marketing. Ms. Dawes also served as Vice President, Commercial Operations for Genetics | | Institute, Inc., which was acquired by Wyeth in January 1997, designing and implementing that company's initial commercialization strategy to launch BeneFIX® and Neumega®. Ms. Dawes began her pharmaceuticals industry career at Pfizer, Inc. where, from 1984 to 1994, she held a number of marketing positions, serving most recently as Vice President, Marketing of the Pratt Division. At Pfizer, Inc., she directed launches of Glucotrol®/Glucotrol XL®, Zoloft®, and Cardura®. Ms. Dawes also serves on the board of directors of two publicly traded companies: Barinthus Bio (formerly Vaccitech Limited) and Medicenna Therapeutics Corp, one private company, JPA Health, and one not-for-profit company, Medicines 360. Ms. Dawes received a B.A. and M.A. in English from Simmons College and a M.B.A. from Harvard University Graduate School of Business. Ms. Dawes’ qualifications to sit on the Company’s Board include her extensive strategic experience in both a managerial and consulting capacity with pharmaceutical companies as well as her considerable commercial background. | |

  4. for the Stockholder Meeting to Be Held on May 15, 2025

    | | Martin D. Madaus, Ph.D., has served as a director of Repligen since February 2023. Dr. Madaus joined the Board with over 25 years of industry experience, including five years as Chairman, President and CEO of Millipore Corporation, where he was integral to the company’s transformation into a life science leader, and its acquisition by Merck KGaA in 2010. He is an active board leader, currently serving as a director of Hologic, Inc., an innovative medical technology public company primarily focused on improving women's health and well-being through early detection and treatment, a position he has held since December 2024, Azenta Life Sciences, a public company | | focused on assisting life sciences organizations bring impactful breakthroughs and therapies to markets faster, and as Chairman for Quanterix Corporation, a precision health technology public company. Dr. Madaus previously served as a board member for mass cytometry player Standard BioTools, Inc. (previously Fluidigm Corporation). He also serves on the boards of three private companies: Unchained Labs, Emulate Inc. and Syntis Bio. Dr. Madaus is currently a senior operating executive at The Carlyle Group (since 2019), a multinational private equity and asset management services company. He previously served as Chairman and CEO at Ortho-Clinical Diagnostics from 2014 to 2019. His tenure with biopharmaceutical and diagnostic industry leader Roche Holding AG from 1996 to 2004 included his position from 2000 to 2004 as President and CEO, N.A. of Roche Diagnostics Corp. Dr. Madaus began his career as a veterinarian, before joining global pharmaceutical and diagnostic company Boehringer Mannheim Corporation (“Boehringer”). While at Boehringer, he held sales, marketing and product management roles from 1989 to 1996, until his move into general management coincided with the company’s acquisition by Roche in 1996. He holds a D.V.M. from the University of Munich in Germany and a Ph.D. from the University of Veterinary Medicine of Hanover in Germany. Dr. Madaus’ qualifications to sit on the Company’s Board include his extensive bioprocessing and biopharmaceutical industry experience, especially in the areas of strategy, mergers and acquisitions, and commercial operations. | |

  5. for the Stockholder Meeting to Be Held on May 15, 2025

    | Name | Number of Shares Underlying Stock Options (#) | Restricted Stock Units (#) | Target PSUs (#) | Target Long-Term Incentive ($) | | Olivier Loeillot(1) | 19,138 | 20,511 | 10,255 | 6,034,734 | | Jason K. Garland | 2,523 | 2,540 | 1,270 | 980,424 | | James R. Bylund | 8,632 | 8,691 | 4,346 | 3,354,687 | | Ralf Kuriyel | 3,497 | 3,520 | 1,760 | 1,358,753 | | Tony J. Hunt(2) | 19,585 | 19,719 | 9,859 | 7,611,118 | | Christine Gebski(3) | — | 1,330 | — | 199,966 |

  6. for the Stockholder Meeting to Be Held on May 15, 2025

    | Name and Principal Position | Year (1) | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Olivier Loeillot | 2024 | 650,000 | — | 4,582,286 | 1,452,448 | 494,625 | 5,000 | 7,184,359 | | President and Chief Executive Officer | 2023 | 138,462 | 1,350,000 | 1,999,914 | 1,956,689 | — | — | 5,445,065 | | Jason K. Garland | 2024 | 550,000 | — | 734,225 | 246,199 | 389,400 | 187,592 | 2,107,416 | | Chief Financial Officer | 2023 | 137,500 | 100,000 | 874,922 | 868,562 | — | 45,487 | 2,026,471 | | James Bylund | 2024 | 467,181 | — | 2,512,360 | 842,327 | 343,904 | 5,000 | 4,170,772 | | Chief Operating Officer | 2023 | 467,181 | — | 2,498,846 | 772,403 | — | 5,000 | 3,743,430 | | | 2022 | 424,710 | 75,500 | 1,213,281 | 344,777 | 315,054 | 5,000 | 2,378,322 | | Ralf Kuriyel | 2024 | 396,743 | — | 1,017,509 | 341,244 | 233,642 | 5,000 | 1,994,138 | | Senior Vice President, | 2023 | 396,743 | — | 938,857 | 320,882 | — | 5,000 | 1,661,482 | | Research and Development | 2022 | 374,286 | 81,500 | 796,861 | 217,724 | 200,963 | 5,000 | 1,676,334 | | Tony J. Hunt | 2024 | 733,333 | — | 9,310,188(6) | 9,603,523(6) | 652,806 | 5,000 | 20,304,850 | | Former Chief Executive Officer | 2023 | 880,000 | — | 5,249,983 | 1,794,292 | — | 5,000 | 7,929,275 | | | 2022 | 800,000 | — | 4,499,792 | 1,623,698 | 785,440 | 5,000 | 7,713,930 | | Christine Gebski | 2024 | 279,623 | 75,181 | 199,966 | — | 125,073 | 5,000 | 684,843 | | Former Senior Vice President, | 2023 | 391,094 | — | 938,676 | 320,792 | — | 5,000 | 1,655,562 | | Filtration and Chromatography | 2022 | 365,508 | 59,000 | 796,293 | 217,564 | 196,251 | 5,000 | 1,639,616 |

  7. for the Stockholder Meeting to Be Held on May 15, 2025

    | | Payments and Benefits | | | | | Name | Base Salary Continuation ($) | Value of Accelerated Vesting of Equity Awards ($)(1) | Value of Health Insurance Under COBRA ($) | Total ($) | | Olivier Loeillot | 750,000 | 3,743,460 | 28,544 | 4,522,004 | | Jason K. Garland | 550,000 | 798,311 | 28,544 | 1,376,855 | | James R. Bylund | 467,181 | 1,766,039 | 18,559 | 2,251,779 | | Ralf Kuriyel | 396,743 | 598,931 | 18,559 | 1,014,233 | | Tony J. Hunt | 200,000 | 8,529,990 | 34,557 | 8,764,547 |

  8. for the Stockholder Meeting to Be Held on May 15, 2025

    | | Payments and Benefits | | | | | Name | Base Salary Continuation ($) | Value of Accelerated Vesting of Equity Awards ($)(1) | Value of Health Insurance Under COBRA ($) | Total ($) | | Olivier Loeillot | — | — | — | — | | Jason K. Garland | — | — | — | — | | James R. Bylund | — | 243,160 | — | 243,160 | | Ralf Kuriyel | — | — | — | — | | Tony J. Hunt | — | 17,560,343 | — | 17,560,343 |

  9. for the Stockholder Meeting to Be Held on May 15, 2025

    | | Payments and Benefits | | | | | | Name | Base Salary and Target Bonus Payment ($) | Pro-Rata Bonus Payout ($) | Value of Accelerated Vesting of Equity Awards ($)(1) | Value of Health Insurance Under COBRA ($) | Total ($) | | Olivier Loeillot | 2,775,000 | 637,500 | 2,196,796 | 42,816 | 5,652,112 | | Jason K. Garland | 1,443,750 | 412,500 | 425,583 | 42,816 | 2,324,649 | | James R. Bylund | 1,226,350 | 350,386 | 3,025,797 | 27,839 | 4,630,372 | | Ralf Kuriyel | 952,183 | 238,046 | 379,424 | 51,835 | 1,621,488 | | Tony J. Hunt | 457,500 | 105,000 | 22,037,352 | 27,839 | 22,627,691 |

  10. for the Stockholder Meeting to Be Held on May 15, 2025

    | Olivier Loeillot (CEO) 2024 Compensation | $7,184,359 | | Median Employee 2024 Compensation | $104,324 | | CEO Pay Ratio | 69:1 |

  11. RGEN TSR vs. Nasdaq Biotechnology Index

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | Option Awards ($)(1)(2)(3) | Total ($) | | Nicolas M. Barthelemy | 88,333 | 119,892 | 116,759 | 324,984 | | Karen A. Dawes(4) | 157,333 | 137,337 | 133,729 | 428,399 | | Carrie Eglinton Manner | 70,000 | 119,892 | 116,759 | 306,651 | | Konstantin Konstantinov | 65,000 | 119,892 | 116,759 | 301,651 | | Martin Madaus | 80,333 | 119,892 | 116,759 | 316,984 | | Rohin Mhatre | 70,000 | 119,892 | 116,759 | 306,651 | | Glenn P. Muir | 101,667 | 119,892 | 116,759 | 338,318 | | Margaret A. Pax | 52,308 | 137,763 | 350,419 | 540,490 |