DEF 14A of Repligen Corp, Apr 1, 2024

DEF 14A of Repligen Corp

Filed Apr 1, 2024 · FY20230001193125-24-083397

Open on EDGAR

  1. for the Stockholder Meeting to Be Held on May 16, 2024

    | (1) The 5% of Mr. Garland’s compensation in 2023 allocated to bonus represents the signing bonus paid to him pursuant to his employment agreement. The 2% of his compensation allocated to other in 2023 represents a relocation stipend and a tax reimbursement with respect to such stipend paid to Mr. Garland in 2023 pursuant to his employment agreement. |

  2. for the Stockholder Meeting to Be Held on May 16, 2024

    | (2) The 25% of Mr. Loeillot’s compensation in 2023 allocated to bonus represents the signing bonus paid to him pursuant to his employment agreement. |

  3. for the Stockholder Meeting to Be Held on May 16, 2024

    | (7) Includes 297,337 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024. |

  4. for the Stockholder Meeting to Be Held on May 16, 2024

    | (9) Includes 12,848 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 1,000 RSUs which will vest within 60 days of March 18, 2024. |

  5. for the Stockholder Meeting to Be Held on May 16, 2024

    | (10) Includes 5,222 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 1,600 RSUs which will vest within 60 days of March 18, 2024. |

  6. for the Stockholder Meeting to Be Held on May 16, 2024

    | (13) Includes 9,531 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 798 RSUs which will vest within 60 days of March 18, 2024. |

  7. for the Stockholder Meeting to Be Held on May 16, 2024

    | (14) Includes 3,936 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 686 RSUs which will vest within 60 days of March 18, 2024. |

  8. for the Stockholder Meeting to Be Held on May 16, 2024

    | (15) Includes 7,920 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 686 RSUs which will vest within 60 days of March 18, 2024. |

  9. for the Stockholder Meeting to Be Held on May 16, 2024

    | (16) Includes 3,617 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 686 RSUs which will vest within 60 days of March 18, 2024. |

  10. for the Stockholder Meeting to Be Held on May 16, 2024

    | (17) Includes 2,332 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 686 RSUs which will vest within 60 days of March 18, 2024. |

  11. for the Stockholder Meeting to Be Held on May 16, 2024

    | (18) Includes 9,010 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 686 RSUs which will vest within 60 days of March 18, 2024. |

  12. for the Stockholder Meeting to Be Held on May 16, 2024

    | (19) Includes 40,434 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 686 RSUs which will vest within 60 days of March 18, 2024. |

  13. for the Stockholder Meeting to Be Held on May 16, 2024

    | (20) Includes 195 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 92 RSUs which will vest within 60 days of March 18, 2024. |

  14. for the Stockholder Meeting to Be Held on May 16, 2024

    | (21) See footnotes 7 through 20 above. Includes 397,360 shares issuable pursuant to stock options which are exercisable within 60 days of March 18, 2024 and 8,606 RSUs which will vest within 60 days of March 18, 2024. Ms. Gebski is an executive officer as of March 18, 2024 and although not listed in the table as a named executive officer, her holdings of 29,711 shares are included in this number, including 4,978 shares issuable pursuant to stock options and 1,000 RSUs which are exercisable or vest within 60 days of March 18, 2024. |

  15. for the Stockholder Meeting to Be Held on May 16, 2024

    | | 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 at Azenta Life Sciences, a public company focused on assisting life sciences organizations bring impactful breakthroughs and therapies to markets faster, and as Lead Director 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 |

  16. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | Administering the Company’s cash incentive compensation and equity incentive plans; |

  17. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | Taking final action with respect to the individual salary, bonus and equity arrangements of the Company’s Chief Executive Officer and other executive officers; |

  18. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | Includes both annual and long-term components, cash and equity, and both fixed and variable elements, including performance-based compensation and long-term equity awards. We believe this mix, including significant vesting periods, best ties executive performance with shareholder returns. |

  19. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | Motivates our executive officers to manage the business to meet the Company’s near- and long-term objectives through our annual cash incentive compensation. |

  20. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | Ensures that our equity incentive compensation, including performance-based equity awards, is designed so that our executive officers are motivated over the long term to respond to the Company’s business challenges and opportunities as owners as well as employees, thereby aligning the executive officers’ interests with those of shareholders. |

  21. for the Stockholder Meeting to Be Held on May 16, 2024

    | (1) The one-time special award was granted to Mr. Hunt in 2018 in recognition of past performance and to provide additional long-term retention incentive in light of the high demand for executive talent within our industry, and was overall designed to protect shareholder interests. |

  22. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | Assess our variable cash compensation structure, as well as incentive plan components and mechanics, to ensure an appropriate correlation between pay and performance with resulting compensation opportunities that balance returns to the Company and its shareholders; |

  23. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | Review our peer group and consider appropriate changes related to the realignment of our business; |

  24. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | Benchmark our executive cash compensation and equity-based awards programs, and assess our pay versus performance against our peer group; and |

  25. for the Stockholder Meeting to Be Held on May 16, 2024

    | 3. | The Compensation Committee determines the size of the overall bonus pool and the bonus awards for individual participants based on the Target Awards, the Company’s performance against the Company Objectives and, in the case of executive officers other than the CEO, achievement of Individual Performance Objectives. |

  26. for the Stockholder Meeting to Be Held on May 16, 2024

    | (1) Each NEO’s cash incentive amount is determined using the following formula: (Base Salary x Bonus Target %) x (Company Objectives achievement %) + (Base Salary x Bonus Target %) x (Performance Objectives Tied to Individual Results achievement %) = Cash Incentive Payment. |

  27. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | the value and form of long-term incentive granted to similarly situated executives within our peer group; |

  28. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | the number of unvested RSUs held by the executive officers; |

  29. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | the vesting schedule of the unvested equity awards held by the executive officers; |

  30. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | the financial statement impact of any equity award; |

  31. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | the available shares under the Company’s equity incentive plan. |

  32. for the Stockholder Meeting to Be Held on May 16, 2024

    | Name | Number of Shares Underlying Stock Options (#) | Restricted Stock Units (#) | Target PSUs (#) | Target Long-Term Incentive ($) | | Tony J. Hunt | 20,080 | 19,393 | 9,696 | 7,000,000 | | James R. Bylund | 8,644 | 8,348 | 4,174 | 3,013,319 | | Christine Gebski | 3,590 | 3,467 | 1,734 | 1,251,500 | | Ralf Kuriyel | 3,591 | 3,468 | 1,734 | 1,251,723 | | Jon K. Snodgres(1) | 5,019 | 4,848 | 2,424 | 1,749,768 |

  33. for the Stockholder Meeting to Be Held on May 16, 2024

    | (1) Mr. Snodgres retired from the Company effective October 31, 2023. His unvested time-based equity awards were forfeited upon his retirement and a pro-rata portion of his PSUs remain eligible to vest at the end of the performance period based upon achievement of the applicable performance metrics pursuant to the Company’s Retirement Policy for Equity Awards, as described in the section titled ”Employment Arrangements” on page 46. |

  34. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | Stock Options. Stock options granted to each NEO vest in equal installments over three years following the grant date, provided that the NEO is continuously employed through the applicable vesting date. Stock options allow our executive officers to purchase a fixed number of shares of our Common Stock for a fixed price (i.e., exercise price) during a fixed period. The exercise price is equal to the closing price of one share of the Company’s Common Stock on the date of grant. A stock option only has value if our share price increases from the price on the grant date. |

  35. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | RSUs. Annual time-based RSUs granted to the NEOs vest in equal annual installments over three years following the grant date, provided that the NEO is continuously employed through the applicable vesting date. The number of RSUs that vest is settled in a like number of shares of our Common Stock. |

  36. for the Stockholder Meeting to Be Held on May 16, 2024

    | • | PSUs. PSUs vest 50% based on three-year average base organic revenue growth rate and 50% based on Adjusted Return on Invested Capital (“Adjusted ROIC”), in each case over the three-year performance period from January 1, 2023 to December 31, 2025. We have omitted the specific revenue and Adjusted ROIC targets because they involve confidential financial information, the disclosure of which would result in competitive harm to the Company and would be against industry norms. However, we have set performance goals at challenging levels, which we believe are difficult to achieve and would require substantial and sustained performance to be achieved at target levels. |

  37. for the Stockholder Meeting to Be Held on May 16, 2024

    | Name | Number of Shares Underlying Stock Options (#) | Restricted Stock Units (#) | | Jason K. Garland(1) | 10,524 | 5,503 | | Olivier Loeillot(2) | 24,236 | 12,906 |

  38. for the Stockholder Meeting to Be Held on May 16, 2024

    | (1) Mr. Garland was appointed CFO effective September 25, 2023. Pursuant to his employment agreement with the Company, Mr. Garland was granted new hire equity awards with an aggregate grant date fair value of $1,750,000, split equally between options to purchase Common Stock and time-based RSUs. |

  39. for the Stockholder Meeting to Be Held on May 16, 2024

    | (2) Mr. Loeillot was appointed President and CCO effective October 2, 2023. Pursuant to his employment agreement with the Company, Mr. Loeillot was granted new hire equity awards with an aggregate grant date fair value of $4,000,000, split equally between options to purchase Common Stock and time-based RSUs. |

  40. for the Stockholder Meeting to Be Held on May 16, 2024

    | 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 ($) | | Tony J. Hunt | 2023 | 880,000 | — | 5,249,983 | 1,794,292 | — | 5,000 | 7,929,275 | | Chief Executive Officer | 2022 | 800,000 | — | 4,499,792 | 1,623,698 | 785,440 | 5,000 | 7,713,930 | | | 2021 | 761,000 | — | 4,499,801 | 1,163,714 | 1,335,555 | 5,000 | 7,765,070 | | Jason K. Garland | 2023 | 137,500 | 100,000 | 874,922 | 868,562 | — | 45,487 | 2,026,471 | | Chief Financial Officer | | | | | | | | | | James Bylund | 2023 | 467,181 | — | 2,498,846 | 772,403 | — | 5,000 | 3,743,430 | | Chief Operating Officer | 2022 | 424,710 | 75,500 | 1,213,281 | 344,777 | 315,054 | 5,000 | 2,378,322 | | | 2021 | 363,000 | — | 930,383 | 187,749 | 357,555 | 5,000 | 1,843,687 | | Christine Gebski | 2023 | 391,094 | — | 938,676 | 320,792 | — | 5,000 | 1,655,562 | | Senior Vice President, Filtration and Chromatography | 2022 | 365,508 | 59,000 | 796,293 | 217,564 | 196,251 | 5,000 | 1,639,616 | | | 2021 | 351,450 | — | 804,946 | 181,747 | 328,606 | 5,000 | 1,671,749 | | Ralf Kuriyel | 2023 | 396,743 | — | 938,857 | 320,882 | — | 5,000 | 1,661,482 | | Senior Vice President, Research and Development | 2022 | 374,286 | 81,500 | 796,861 | 217,724 | 200,963 | 5,000 | 1,676,334 | | | 2021 | 363,384 | — | 829,091 | 187,934 | 339,764 | 5,000 | 1,725,173 | | Olivier Loeillot | 2023 | 138,462 | 1,350,000 | 1,999,914 | 1,956,689 | — | — | 5,445,065 | | President and Chief Commercial Officer | | | | | | | | | | Jon K. Snodgres | 2023 | 409,997 | — | 1,312,451 | 448,484 | — | — | 2,170,932 | | Former Chief Financial Officer | 2022 | 465,426 | 100,000 | 1,235,040 | 352,613 | 268,462 | 5,000 | 2,426,541 | | | 2021 | 432,954 | — | 1,243,406 | 268,741 | 422,130 | 5,000 | 2,372,231 |

  41. for the Stockholder Meeting to Be Held on May 16, 2024

    | | Payments and Benefits | | | | | Name | Base Salary Continuation ($) | Value of Accelerated Vesting of Equity Awards ($)(1) | Value of Health Insurance Under COBRA ($) | Total ($) | | Tony J. Hunt | 880,000 | 13,446,850 | 17,094 | 14,343,944 | | Jason K. Garland | 549,546 | 158,974 | 26,281 | 734,801 | | James R. Bylund | 465,999 | 1,226,116 | 17,094 | 1,709,209 | | Christine Gebski | 384,891 | 851,347 | 31,817 | 1,268,055 | | Ralf Kuriyel | 390,540 | 717,634 | 31,817 | 1,139,991 | | Olivier Loeillot | 599,469 | 378,361 | 26,281 | 1,004,111 |

  42. for the Stockholder Meeting to Be Held on May 16, 2024

    | | Payments and Benefits | | | | | Name | Base Salary Continuation ($) | Value of Accelerated Vesting of Equity Awards ($)(1) | Value of Health Insurance Under COBRA ($) | Total ($) | | Tony J. Hunt | — | 30,317,856 | — | 30,317,856 | | Jason K. Garland | — | 1,208,444 | — | 1,208,444 | | James R. Bylund | — | 701,480 | — | 701,480 | | Christine Gebski | — | — | — | — | | Ralf Kuriyel | — | — | — | — | | Olivier Loeillot | — | 2,922,521 | — | 2,922,521 |

  43. for the Stockholder Meeting to Be Held on May 16, 2024

    | | 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 ($) | | Tony J. Hunt | 3,608,000 | 924,000 | 7,962,850 | 25,641 | 12,520,491 | | Jason K. Garland | 1,443,750 | 103,125 | 1,208,444 | 39,421 | 2,794,740 | | James R. Bylund | 1,226,351 | 350,386 | 3,202,015 | 25,641 | 4,804,393 | | Christine Gebski | 938,625 | 234,656 | 1,654,774 | 47,726 | 2,875,781 | | Ralf Kuriyel | 952,183 | 238,046 | 1,588,684 | 47,726 | 2,826,639 | | Olivier Loeillot | 1,575,000 | 75,000 | 2,922,521 | 39,421 | 4,611,942 |

  44. for the Stockholder Meeting to Be Held on May 16, 2024

    | Tony J. Hunt (CEO) 2023 Compensation | $7,929,275 | | Median Employee 2023 Compensation | $101,630 | | CEO Pay Ratio | 78:1 |

  45. for the Stockholder Meeting to Be Held on May 16, 2024

    | (1) The amounts reported represent the “compensation actually paid” to Mr. Hunt, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to Mr. Hunt in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for Mr. Hunt in the “Total” column of the Summary Compensation Table for each year to calculate compensation actually paid: |

  46. for the Stockholder Meeting to Be Held on May 16, 2024

    | (2) The amounts reported represent the average “compensation actually paid” to the NEOs other than Mr. Hunt as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding Mr. Hunt) for each year to determine the compensation actually paid, using the same methodology described above in footnote 1: |

  47. for the Stockholder Meeting to Be Held on May 16, 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | Option Awards ($)(1)(2)(3) | Total ($) | | Nicolas M. Barthelemy | 90,000 | 107,448 | 110,395 | 307,843 | | Karen A. Dawes | 177,694 | 124,991 | 128,435 | 431,120 | | Carrie Eglinton Manner | 70,000 | 107,448 | 110,395 | 287,843 | | Konstantin Konstantinov | 65,000 | 107,448 | 110,395 | 282,843 | | Martin Madaus | 66,458 | 107,448 | 279,597 | 453,503 | | Rohin Mhatre | 70,000 | 107,448 | 110,395 | 287,843 | | Glenn P. Muir | 105,000 | 107,448 | 110,395 | 322,843 |