DEF 14A

DEF 14A 1 d270359ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

REPLIGEN CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (4) and 0-11.

LOGO

PROXY STATEMENT for 2022 ANNUAL MEETING OF SHAREHOLDERS REPLIGEN INSPIRING ADVANCES IN BIOPROCESSING

Notice of 2022 Annual Meeting of Shareholders and Proxy Statement


ANNUAL MEETING		ITEMS OF BUSINESS

	DATE: Thursday May 26, 2022	1. To elect six (6) directors, nominated by the Board of Directors, as more fully described in the Proxy Statement 2. To consider and ratify the selection of Ernst & Young LLP as independent registered public accountants for the fiscal year ending December 31, 2022 3. To consider and act upon non-binding, advisory vote to approve the compensation of our named executive officers (“say-on-pay”) 4. To consider and act upon any other business which may properly come before the meeting
	TIME: 8:00 a.m. EDT
	LOCATION: The meeting will be held virtually at www.virtualshareholdermeeting.com/ RGEN2022

WHO CAN VOTE

Shareholders of Repligen Corporation Common Stock at the close of business on April 1, 2022 (our “Record Date”). It is important that your shares be represented and voted at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Whether or not you plan to attend the Annual Meeting online, please complete and return the enclosed proxy card in the envelope provided or vote by internet or telephone pursuant to instructions provided with the proxy card.

HOW TO VOTE

In consideration of the ongoing COVID-19 pandemic, and the health and well-being of our shareholders, employees and directors, we have determined that the Annual Meeting will again be held in a virtual meeting format only, via the internet, with no physical in-person meeting. At our virtual Annual Meeting, shareholders will be able to attend, vote and submit questions as set forth in this section.

Voting instructions are the same for registered shareholders (shares are registered in your name with Repligen’s transfer agent, American Stock Transfer) and beneficial owners (shares are held in a stock brokerage account or by a bank or other holder of record). Here’s how to vote prior to the Annual Meeting:

By internet at

www.proxyvote.com

By phone

1-800-690-6903

By mail, complete and return

your proxy card or

voting instruction form

You may also vote at the Annual Meeting via www.virtualshareholdermeeting.com/RGEN2022. You will need the 16-digit control number included with these proxy materials to vote electronically, to vote by phone, and/or to attend the Annual Meeting online. A technical support telephone number will be posted on the Annual Meeting login page so that you can call if you encounter any difficulties accessing the Annual Meeting during the check-in or during the meeting.

Execution of a proxy card, or voting by telephone or via the internet prior to the Annual Meeting, will not in any way limit a shareholder’s right to attend the Annual Meeting and vote during the meeting.

HOW TO SUBMIT QUESTIONS

During the Annual Meeting, if you have your 16-digit control number and wish to ask a question, you may do so by clicking the Q&A button on the virtual meeting platform and entering your question in the text box. If questions submitted are repetitive as to a particular topic, the Chairperson of the meeting my limit discussion on such topic. During the formal portion of the meeting, all questions presented should relate directly to the proposal under discussion. We will also hold a question and answer period at the end of the meeting, as time permits, during which time we welcome questions not relating to specific proposals.

DATE OF MAILING

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s (“SEC”) “notice and access” rules, which we believe produces not only cost savings associated with reduced printing and postage, but also results in a positive environmental impact tied to lower quantities of materials that will be produced and delivered to shareholders.

We intend to mail the Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”), or the Proxy Statement and proxy card, as applicable, to our shareholders on or about April 11, 2022.

We believe that providing our proxy materials over the Internet expedites shareholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our Annual Meeting. As a shareholder of the Company as of our Record Date, you are invited to participate in the Annual Meeting, and are entitled and requested to vote on the proposals described in this Proxy Statement. The Notice of Internet Availability instructs you on how to submit your proxy or voting instructions form through the Internet. If you would like to receive a paper copy of our proxy materials, the Notice of Internet Availability instructs you on how to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone.

By Order of the Board of Directors

LOGO

Jon Snodgres

Chief Financial Officer

April 11, 2022

Table of Contents


Proxy Statement Summary			1

Security Ownership of Certain Beneficial Owners, Directors and Management			15

Proposal 1 – Election of Directors			17

Director Nominees			17

Occupations of Directors and Executive Officers			18

Biographical Information			19

Certain Relationships and Related Persons Transactions			22

Delinquent Section 16(a) Reports			22

Corporate Governance and Board Matters			23

Board Information			23

Director Independence			23

Board Leadership Structure			23

Executive Sessions			23

Director Nomination Policies			23

Shareholder Communication Policies			25

Director Attendance Policy			26

Stock Ownership and Insider Trading Policies			26

Code of Business Conduct and Ethics			26

The Board’s Role in Risk Oversight			26

Sustainability			27

Shareholder Engagement			29

Board Meetings and Committees			32

Audit Committee			32

Compensation Committee			32

Nominating and Corporate Governance Committee			33

Proposal 2 - Ratification of Selection of Our Independent Registered Public Accounting Firm			34

Audit and Non-Audit Fees			34

Audit Committee Report			35

Proposal 3 - Advisory Vote on Executive Compensation			36

Compensation Committee Report			36

Compensation Discussion and Analysis			37

2021 Year in Review			37

COVID-19 Business Impacts			37

Compensation Philosophy			37

Compensation Objectives			38

Compensation Evaluation Processes			39

Executive Compensation			41

Equity Incentive Compensation			45

Clawback Policy			46

Other Compensation			46


Tax and Accounting Consideration			46

Compensation Risk Assessment			47

Executive Compensation Tables			47

Director Compensation			55

General Annual Meeting Information			57

Record Date			57

Quorum			57

Voting Securities/Common Stock Outstanding			57

Voting Methods			57

Revoking Your Proxy			58

Effect of Abstentions and Broker Non-Votes			58

Votes Required for Adoption of Proposals			58

Cost of Proxy Solicitation			58

Additional Information			59

Submitting Shareholder Proposals			59

Other Business			59

Voting Proxies			59

Householding			59

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in the Proxy Statement. As this summary does not contain all the information that you should consider in connection with the 2022 Annual Meeting of Shareholders (the “Annual Meeting”), we recommend reading the entire Proxy Statement carefully before voting.

References throughout the Proxy Statement to “Repligen Corporation”, “Repligen”, “we”, “us”, “our”, or the “Company” refer to Repligen Corporation and its subsidiaries, taken as a whole, unless the context otherwise indicates.

VOTING MATTERS



Proposal	Description	Board Recommendation

Proposal 1: Election of directors (page 17)	We are asking our shareholders to elect each of the six (6) directors identified below to serve until the 2023 Annual Meeting of Shareholders.	FOR each nominee

Proposal 2: Ratification of the selection of the independent registered public accounting firm (page 34)	We are asking our shareholders to ratify our Audit Committee’s selection of Ernst & Young LLP (“E&Y”) to act as the independent registered public accounting firm for Repligen in 2022. Although shareholder approval of the Audit Committee’s selection of E&Y is not required, our Board of Directors (“Board”) believes we should provide an opportunity for our shareholders to ratify this selection.	FOR

Proposal 3: Advisory vote on executive compensation (page 36)	We are asking our shareholders to cast a non-binding, advisory vote to approve the compensation of our named executive officers (“NEOs”). In evaluating this year’s “say-on-pay” proposal, we recommend you review our Compensation Discussion and Analysis, describing how the Compensation Committee arrived at its executive compensation actions and decisions for 2021.	FOR

Please see the sections titled “General Annual Meeting Information” on page 57, and “Additional Information” on page 59 for important information about the proxy materials, including voting methods, vote requirements for adoption of each proposal, effect of abstentions and the deadlines to submit shareholder proposals and director nominations for next year’s annual meeting of shareholders.

REPLIGEN CORPORATION

2022 PROXY SUMMARY

OUR DIRECTOR NOMINEES

You are being asked to vote on the election of the following six (6) nominees to our Board. All directors are elected annually by the affirmative vote of a majority of votes cast. The chart below summarizes our director nominees’ personal information and current committee memberships. You can find detailed information about each director nominee’s background, skill sets and areas of expertise later in this Proxy Statement.

Current Committee Memberships⁽²⁾

Name and principal
occupation

Age⁽¹⁾

Director
Since

Independent

Other

Public

Boards

Audit

Compensation

Nominating &
Corporate
Governance

Tony J. Hunt

President, Chief Executive
Officer, Repligen Corporation

2015

Karen A. Dawes, Chairperson

President, Knowledgeable
Decisions, LLC

2005

✓

•

CHAIR

Nicolas M. Barthelemy

Former President and Chief
Executive Officer,
bioTheranostics

2014

✓

CHAIR

•

Carrie Eglinton Manner

Senior Vice President,
Advanced & General Diagnostics
and Clinical Solutions,
Quest Diagnostics

2020

✓

•

Rohin Mhatre, Ph.D.

Senior Vice President,
Product and Technology
Development, Biogen Inc.

2020

✓

•

Glenn P. Muir

Retired Chief Financial Officer
and Executive Vice President,
Hologic, Inc.

2015

✓

CHAIR

•

(1)	Age as of the date of the Annual Meeting.

(2)	Thomas F. Ryan, Jr. currently serves as a member of our Board and serves as a member of the Audit Committee and Nominating & Corporate Governance Committee. Mr. Ryan is retiring and will not stand for re-election at the expiration of his current term at the close of the Annual Meeting.

BOARD COMPOSITION

We continually evaluate our director skillsets 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 diversity of skills and experience, we believe that establishing and maintaining a Board that includes diverse demographics, such as gender, race, ethnicity, culture, nationality and sexual orientation, is important because having varying perspectives and a breadth of experience 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. Not only is our Board ethnically diverse, but two (2) of our six (6) director nominees are women, one of whom serves as the Chairperson of our Board.

REPLIGEN CORPORATION

2022 PROXY SUMMARY

Key Skills & Experience

Director Nominee

Public
Company
Board/CEO

Risk

Oversight

Finance
& Capital
Markets

Manufacturing

& Global
Operations

Strategic
Planning
and M&A

Life Sciences
Technology &
Innovation

Commercial
Sales &
Marketing

Tony J. Hunt

✓

Karen A. Dawes

✓

Nicolas M. Barthelemy

✓

Carrie Eglinton Manner

✓

Rohin Mhatre, Ph.D.

✓

Glenn P. Muir

✓

LOGO



Board Diversity Matrix (As of April 11, 2022)

Total Number of Directors	7

	Female	Male	Non-Binary	Did Not Disclose Gender

Directors	2	5	—	—

Number of Directors who self-identify in any of the categories below:

African American or Black	—	—	—	—

Alaskan Native or Native American	—	—	—	—

Asian	—	1	—	—

Hispanic or Latinx	—	—	—	—

Native Hawaiian or Pacific Islander	—	—	—	—

White	2	4	—	—

Two or More Races or Ethnicities	—	—	—	—

LGBTQ+			—

Did not Disclose Demographic Background			—

Supplemental self-identification:

Persons with Disabilities			—

Military Veteran			1

REPLIGEN CORPORATION

2022 PROXY SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

Repligen is committed to implementing and maintaining effective corporate governance practices that further long-term shareholder value, promote the Board’s accountability, and align the interests of our executive team with those of our shareholders. The following represent the key elements of our corporate governance programs:


Director Independence		• All of our director nominees, other than our President and Chief Executive Officer (“CEO”), are independent • 50% of our director nominees represent gender and ethnic diversity • All Committee members are independent • Executive sessions of independent directors are held at each Board meeting

Board Refreshment		• Board refreshment is a key area of focus as shown by the 2020 additions of Rohin Mhatre, Ph.D. and Carrie Eglinton Manner. • With the departure of Mr. Ryan at the close of the Annual Meeting, we are in the process of evaluating a suitable replacement as set forth in our “Director Nomination Policies” on page 23.

Board Governance Practices		• We conduct annual Board and committee evaluations and self-assessments • All directors and officers are subject to our Code of Business Conduct and Ethics • All directors serving on the Board attended 100% of Board and committee meetings held during the period for which they have been directors and/or on the committees of the Board • Our Chairperson and CEO positions are separate and our current Chairperson is female

Shareholder Rights		• All of our directors are elected annually • In uncontested elections, our directors must be elected by a majority of votes cast • Our Bylaws include shareholder rights to amend our Bylaws • Our Bylaws provide for proxy access by shareholders • We have no super-majority voting requirements in our Charter or Bylaws • Robust governance and Environmental, Social, and Governance (“ESG”)-focused investor outreach program

Compensation Practices/Policies		• We have stock ownership guidelines for all directors and NEOs • Our executive compensation program links pay with corporate and individual performance • A significant percentage of target compensation is “at-risk” through short-term and long-term incentive awards • We have anti-hedging, anti-pledging and anti-short sale policies • We have a compensation clawback policy

SUSTAINABILITY

In November 2021, the Corporate Responsibility Team (“CRT”) that we established in early 2020 produced and published the Company’s inaugural sustainability report (“Sustainability Report”). This ambitious report is aligned to key reporting frameworks, namely the Sustainability Accounting Standards Board (“SASB”) and the Global Reporting Initiative (“GRI”), and reinforces our commitment, as a participant in the United Nations Global Compact (“UNGC”), to embed The Ten Principles (as defined by the UNGC) related to human rights, labor, the environment and anti-corruption into our core business strategies and operations in order to advance UNGC’s Sustainability Development Goals. Multiple stakeholder groups - employees, customers, and suppliers - were engaged to help define the materiality matrix as a foundation for our reporting.

LOGO

We encourage all stakeholders to browse this comprehensive report, available on our website, see www.repligen.com/company/sustainability-report-2020, as the description contained in this proxy represents a small portion of the complete report.

Our Sustainability Report is built on four pillars: Principles, People, Product and Planet (“4Ps”). Our “4Ps” embody the belief shared by our Board and the executive leadership team that corporate responsibility is essential to sustaining business and economic growth in a manner that can also deliver positive environmental and social impact. At Repligen, we are embracing sustainability as a mindset that encompasses and enhances our ESG profile.

For more on our sustainability work, Board oversight, and highlights from our Sustainability Report, see the section titled “Sustainability” on page 27.

REPLIGEN CORPORATION

2022 PROXY SUMMARY

SHAREHOLDER ENGAGEMENT

We actively seek and highly value the views and insights of our shareholders. As discussed in more detail under the heading “Corporate Governance and Board Matters – Shareholder Engagement” on page 29, we meet regularly with our shareholders through a robust schedule of investor meetings, conferences, roadshows and other events. In addition to our traditional investor relations outreach efforts over the last several years, we have also expanded our shareholder engagement program to include meetings with shareholder stewardship and proxy governance teams specifically, to discuss proxy proposals, overall governance and executive compensation programs, and sustainability reporting and initiatives. These discussions have involved our Board Chair and/or Board Committee members, our CEO, members of our executive management team as appropriate, and our investor relations representatives.

Our shareholder engagement program in 2021, and into 2022, was directed by our global head of investor relations, with oversight by our CEO, Tony J. Hunt, and our Board Chair, Karen A. Dawes, who also serves as Chair of our Nominating and Corporate Governance (“N&CG”) Committee. Participants included Nicolas M. Barthelemy, who serves as Chair of our Compensation Committee and is a member of our N&CG Committee; and Glenn P. Muir, who servers as Chair of our Audit Committee and is a member of our Compensation Committee. Several of these meetings included Mr. Hunt, as appropriate to the topics of discussion, or by request.

Our shareholder engagement activities have guided our Board meeting agendas and have led to governance enhancements that help us address the issues that matter most to our shareholders. We consider this ongoing engagement process important in creating long-term value, maintaining a culture of integrity, compliance and sustainability, and informing our ESG activities.

Conversations with institutional investors in 2021 and into 2022 covered a wide range of topics, including our financial performance, our business strategies and execution, governance and risk management, executive compensation performance metrics, diversity and inclusion metrics and programs, environmental and social matters and ESG reporting frameworks and ratings.

REPLIGEN CORPORATION

2022 PROXY SUMMARY

Below is a summary of shareholder recommendations resulting from these conversations, and our responses:



What We Heard		How We Responded

• Consider providing greater visibility into the performance stock unit (“PSU”) element of our long-term incentive (“LTI”) compensation and increasing the PSU portion of the total LTI award for our NEOs.		The Compensation Committee first introduced PSUs in 2019 to increase the percentage of LTI awards for our NEOs that are performance-based, in addition to stock options, the value of which the Compensation Committee considers to be reflective of business performance. This Proxy Statement includes disclosure regarding the specific goals for PSUs granted in early 2019 for the 2019-2021 performance period, which ended December 31, 2021, and were earned in February 2022 at 200% of target per the earnout curve approved by the Compensation Committee and set at the time the PSU plan was put in place. Earnout levels were based on the three-year (2019-2021) revenue compound annual growth rate (“CAGR”) of 47.5% and adjusted return on invested capital (“Adjusted ROIC”)⁽¹⁾ of 19.2%. Achievement of each of these goals was at levels well above the three-year targets of 25% revenue CAGR (at the high end), and 8% Adjusted ROIC (at the high end). Each of the revenue CAGR and Adjusted ROIC targets carried a 50% weighting in the plan. Further, with the first three-year period for the PSU awards now complete, the Compensation Committee has reassessed the weighting of LTI directed to PSU awards. After consideration, the Compensation Committee has determined that the current composition and weighting remain appropriate in furthering our objective of recruiting and retaining top talent in our industry at this time. The PSU portion of the total LTI component of our executive compensation program has thus far been set at 25% and will remain at 25% for the 2022 PSU plan. PSU awards have cliff vesting and they are earned only if three-year goals for Adjusted ROIC and three-year revenue CAGR goals are achieved. Each year during the annual compensation review, the PSU program is assessed, ensuring that it meets our compensation goals and that it is optimized in the context of the broader bioprocessing market in order for us to set challenging, above-market goals for achievement. The Compensation Committee set sequentially more aggressive three-year Adjusted ROIC and three-year revenue CAGR goals for 2020, 2021 and 2022 PSU awards. The Compensation Committee modified the 2021 program to encompass the impact of acquisitions in the organic growth portion of the revenue CAGR goals. In light of the COVID-19 tailwinds in 2020, and particularly in 2021, the Compensation Committee modified the revenue CAGR portion of the 2022 PSU program to reflect base revenue CAGR only (excluding COVID-19 and inorganic acquisition related revenue).

REPLIGEN CORPORATION

2022 PROXY SUMMARY



What We Heard		How We Responded

• Consider increasing the corporate performance portion of target Short-Term Incentive (“STI”) awards for NEOs (except our CEO whose STI is already 100% tied to corporate objectives).		The corporate objective portion of target STI awards for our NEO’s (excluding our CEO) has been 60%, with the other 40% tied to individual performance objectives that reflect each NEO’s discipline and role in achieving the corporate objectives. Our Compensation Committee believes that is important to retain an individual performance component to STI, given the operational execution required of each NEO to serve the corporate objective. We have listened to and assessed our shareholder input on this issue, and, effective for the performance period beginning January 1, 2022, the Compensation Committee has increased the corporate objective component of the STI awards for NEOs (other than the CEO) from 60% to 75% and has reduced the individual component of the STI for such NEOs from 40% to 25%. The Compensation Committee believes that this change strikes an appropriate balance between corporate and individual function goals. In addition, as of 2022, the individual objectives for NEOs include an ESG element.

• Consider additional disclosure on ESG oversight and decision-making processes as related to ESG matters.		We have included in this Proxy Statement and in our first Sustainability Report, available at www.repligen.com, more detailed information on our ESG oversight and decision-making processes. As described in the report and later in this proxy, the Chair of our N&CG Committee oversees ESG matters and practices, as set forth in the N&CG Committee charter. The N&CG Committee reports to the full Board on ESG matters and the Company’s progress on sustainability initiatives. At the management level, our sustainability work is led by a CRT, comprised of senior leaders across multiple disciplines including business operations, human resources, investor relations, legal affairs and corporate compliance, supply chain management and engineering. Our ESG ambassadors around the globe provide site-level input and data. At least on a quarterly basis, a CRT representative and the N&CG Committee Chair meet to review progress against ESG objectives. Our commitment to ESG oversight at both the Board and management levels reflects the importance of ESG-driven policies and programs to our long-term strategic plan.

• Consider adding an ESG metric to corporate performance objectives for NEOs.		The N&CG Committee has discussed the inclusion of an ESG metric as part of STI and/or LTI awards. At this early stage of our sustainability work, the N&CG Committee believes it is premature to include a formal, ESG quantitative goal within the corporate performance objectives. However, in consideration of input from our stakeholders, starting in 2022, the corporate goals for the company at large now feature ESG elements, including; increasing the number of key sites that have transitioned to 100% renewable electricity; advancing additional right-sized packaging programs that reduce the number, size and weight of shipments; piloting/exploring a single-use product recycling/repurpose program; and advancing our comprehensive diversity, equity & inclusion (“DE&I”) program. Beginning in 2022, as appropriate to their role, our NEOs have defined ESG responsibilities within their individual performance objectives that are structured to support the corporate ESG goals.

(1)

Adjusted ROIC means the Company’s Adjusted Net Operating Profit After Tax (“Adjusted NOPAT”), divided by Adjusted Invested Capital.

REPLIGEN CORPORATION

2022 PROXY SUMMARY

Adjusted NOPAT means the Company’s Adjusted Income from Operations multiplied by the Adjusted Tax Rate.

Adjusted Income from Operations means the Company’s income from operations under U.S. generally accepted accounting principles (“GAAP”), adjusted for inventory step-up charges, acquisition and integration costs, contingent consideration expense and intangible asset amortization.

Adjusted Tax Rate means the Company’s tax rate under GAAP, adjusted for the tax effect of non-GAAP charges.

Adjusted Invested Capital means the average of the year-end balances for the final two years of the ROIC performance period of (a) the sum of (i) the Company’s total stockholders’ equity under GAAP and (ii) the Company’s total short-term and long-term debt recorded under GAAP, less (b) the Company’s cash and cash equivalents under GAAP, but excluding in all cases the impact of any business acquisition after the first two acquisitions completed during the plan period.

EXECUTIVE COMPENSATION HIGHLIGHTS

Repligen’s compensation philosophy is to provide compensation that will attract and retain high-performing talent in our industry, motivate the Company’s executive officers to create long-term, enhanced shareholder value, provide a fair reward for robust effort and stimulate our executive officers’ professional and personal growth. The Company believes that the compensation of its executive officers should align the executive officers’ interests with those of the shareholders and focus executive officer behavior not only on the achievement of near-term corporate goals, but also on the achievement of long-term business objectives and strategies. For more on compensation philosophy see the section titled “Executive Compensation” on page 41.

REPLIGEN CORPORATION

2022 PROXY SUMMARY

Compensation Practices

The following features of our compensation program are designed to align the interests of our executive team with those of our shareholders and with market best practices:



	We Do		We Don’t

✓	Pay for Performance: We emphasize performance-based compensation that aligns the interests of our executives with those of our shareholders through the use of both near-term cash incentive compensation and longer-term equity awards subject to both time and performance-based vesting.	X	Hedge or Pledge: We do not allow executive officers to engage in hedging or pledging of our securities.

✓	Benchmark: We maintain an industry-specific peer group for annual benchmarking of executive compensation. This benchmarking is a key factor among those used to determine appropriate compensation for our NEOs.	X	Re-Pricing: We do not allow for re-pricing of underwater stock options without shareholder approval.

✓	Benefits: We offer market-competitive benefits for executives that are consistent with the benefits we offer to all our employees.	X	Gross Up Payments: We do not provide tax gross-up payments for our executive officers.

✓	Consult: We consistently engage an independent compensation consultant to advise on compensation levels and practices.	X	Excess Perquisites: We do not provide excessive perquisites to our employees.

✓	Risk Assessment: We perform an annual compensation risk assessment.	X	Executive Retirement Benefits: We do not provide supplemental executive retirement plans, nonqualified defined contribution or deferred compensation plans to our executive officers.

✓	Stock Ownership Requirements: We maintain stock ownership guidelines that require our directors, our CEO and our NEOs to maintain a specified level of ownership in the Company.	X	Guaranteed Bonuses: We do not provide guaranteed bonuses to our executive officers.

✓	Clawback: We have a clawback policy and may claw back all or a portion of cash and equity incentive compensation paid to NEOs in the event of a financial accounting restatement.

✓	Double Trigger: We provide each NEO severance benefits that are triggered only upon a qualifying termination of employment following a change-in-control (i.e., double trigger), except for a one-time special long-term equity award to the CEO⁽¹⁾.

(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 high demand for executive talent within our industry, and was overall designed to protect shareholder interest.

REPLIGEN CORPORATION

2022 PROXY SUMMARY

Compensation Earned

The graphs below reflect the allocation of salary, cash incentive compensation and equity incentive compensation earned by the Company’s principal executive officer, principal financial officer, chief operating officer, senior vice president of research & development and senior vice president of filtration & chromatography, all five of whom were serving as the Company’s NEOs as of December 31, 2021. Additional NEO compensation detail and notes can be found in the 2021 Summary Compensation Table later in this Proxy Statement.

2021 Summary Compensation Allocations

LOGO

The following table sets forth the total compensation earned by the NEOs during 2021. For more information on the total compensation see “Executive Compensation Tables - 2021 Summary Compensation Table” on page 47.

Tony J. Hunt

Jon K. Snodgres

James R. Bylund

Christine Gebski

Ralf Kuriyel

SEC Form DEF 14A filed by Repligen Corporation