Not independent
Tenure on this board
2.0 yrs
9 nominees · 3 ballot items.
Three proposals: (1) election of nine directors nominated by the Board; (2) ratification of Ernst & Young LLP as Repligen’s independent registered public accountants for fiscal 2026; and (3) a non-binding, advisory “say-on-pay” vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
Elect nine (9) directors nominated by the Board to serve until the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative.
This proposal requests a non-binding advisory approval of the Company’s executive compensation as disclosed in the Proxy Statement (the “say-on-pay”). Management seeks shareholder ratification of its pay decisions to demonstrate alignment of the named executive officers’ (NEOs’) incentives with company performance and shareholder interests. Repligen’s compensation program blends base salary, annual cash incentives tied 50/50 to adjusted revenue and adjusted EPS for 2025, and long-term equity awards allocated roughly 50% RSUs, 25% PSUs and 25% stock options, with PSUs tied to multi-year performance measures. For 2025, PSUs measure average organic revenue growth and Adjusted ROIC over a three-year period, and the company adjusted metrics to normalize for acquisitions and foreign exchange effects—an element management argues better reflects underlying operational performance. The Compensation Committee uses an industry peer group for benchmarking and retained an independent consultant; governance safeguards include clawback policy, stock ownership guidelines, anti-hedging/pledging rules, and a double-trigger change-in-control approach for severance. The Board highlights that certain 2023 PSUs were forfeited for failure to meet targets, demonstrating pay-for-performance discipline, while 2025 metrics produced mixed short-term results (adjusted revenue slightly above target, adjusted EPS slightly below). Although the vote is advisory and non-binding, the Board and Compensation Committee will consider the outcome in future compensation decisions; a negative shareholder vote would signal investor dissatisfaction and could prompt material program changes. Management recommends FOR on the grounds that the program aligns pay with performance and long-term shareholder value but the proposal remains subject to investor scrutiny given evolving practices (e.g., addition of rTSR to PSU metrics for future cycles) and the non-binding nature of the vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 8.5% | 4,821,862 | $568M |
| 2 | BlackRock, Inc. | 5.7% | 3,238,474 | $382M |
| 3 | UNITED CAPITAL FINANCIAL ADVISORS, LLC | 4.9% | 2,773,980 | $327M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,396,511 | $282M |
| 5 | FMR LLC | 4.1% | 2,306,820 | $272M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 2,305,094 | $272M |
| 7 | STATE STREET CORP | 3.2% | 1,777,285 | $209M |
| 8 | BlackRock, Inc. | 2.8% | 1,568,366 | $185M |
| 9 | MAVERICK CAPITAL LTD | 2.7% | 1,518,805 | $179M |
| 10 | T. Rowe Price Investment Management, Inc. | 2.4% | 1,366,680 | $161M |
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