RGEN Repligen Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2024

REPLIGEN CORPORATION

(Exact name of registrant as specified in charter)

41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453

(Address of Principal Executive Offices) (Zip Code)

(781) 250-0111

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As previously announced, Repligen Corporation (“Repligen”) has appointed Olivier Loeillot, Repligen’s President and Chief Commercial Officer, to the role of President and Chief Executive Officer, as successor to Tony J. Hunt, who will serve as Executive Chair of the Repligen board of directors (the “Board”), with such transition to be effective September 1, 2024 (the “Transition Date”). As part of the transition, on June 12, 2024, the Board elected Mr. Loeillot as a member of the Board and appointed Karen A. Dawes, the Board’s current Chair, to the role of Lead Independent Director, each effective as of the Transition Date.

The composition of the Board and its committees did not otherwise change as a result of the appointments described above.

On June 12, 2024, in connection with Mr. Loeillot’s appointment as Chief Executive Officer, Mr. Loeillot and Repligen entered into an employment agreement (the “Loeillot Employment Agreement”), which will supersede and replace Mr. Loeillot’s existing employment agreement with Repligen as of the Transition Date and provides that, beginning on the Transition Date, Mr. Loeillot will receive an annual base salary of $750,000 and will be eligible to receive an annual performance bonus targeted at 85% of Mr. Loeillot’s annual base salary (provided that, with respect to the portion of the 2024 bonus year prior to the Transition Date, Mr. Loeillot’s target annual bonus shall be 75% of his annual base salary (i.e., the bonus target for his role as President and Chief Commercial Officer)). The Loeillot Employment Agreement also provides for the grant to Mr. Loeillot of an annual equity award for 2024 with an aggregate grant date fair value of $5,000,000, 50% of which will be in the form of time-based restricted stock units, 25% of which will be in the form of options to purchase Repligen’s common stock and 25% of which will be in the form of performance-based restricted stock units.

Additionally, the Loeillot Employment Agreement provides for certain severance benefits if certain conditions are met (including Mr. Loeillot’s executing a release in favor of Repligen), including:

Also on June 12, 2024, in connection with Mr. Hunt’s appointment to the role of Executive Chair, Mr. Hunt and Repligen further amended and restated Mr. Hunt’s employment agreement (as amended and restated, the “Hunt Employment Agreement”). Pursuant to the terms of the Hunt Employment Agreement, it is anticipated that Mr. Hunt will serve as Executive Chair until March 2026 and will serve as an advisor to Repligen thereafter, until March 2027. Beginning on the Transition Date, Mr. Hunt will receive an initial annual base salary of $440,000 and will be eligible to receive an annual performance bonus targeted at 52.5% of his annual base salary (provided that, with respect to the portion of the 2024 bonus year prior to the Transition Date, Mr. Hunt’s target annual bonus shall be 105% of his base salary (i.e., the bonus target for his role as Chief Executive Officer)). When Mr. Hunt begins his role as an advisor and is no longer serving as Executive Chair, his annual base salary shall be the applicable Fair Labor Standards Act base salary minimum for Massachusetts employees in effect from time to time and he will not be eligible to receive an annual performance bonus. Mr. Hunt’s outstanding equity awards will continue to vest so long as he is continuing to provide services to Repligen.

Additionally, the Hunt Employment Agreement provides for certain severance benefits if certain conditions are met (including Mr. Hunt’s executing a release in favor of Repligen), including:

Mr. Loeillot and Mr. Hunt will also be entitled to certain customary Repligen-subsidized COBRA severance benefits in the event that they qualify for severance benefits. The foregoing summaries of the Loeillot Employment Agreement and Hunt Employment Agreement are qualified in their entirety by reference to the Loeillot Employment Agreement and Hunt Employment Agreement, which Repligen plans to file as exhibits to its quarterly report on Form 10-Q for the quarter ending June 30, 2024.

Information about Mr. Loeillot’s business experience can be found in the press release detailing Mr. Loeillot’s appointment as Chief Executive Officer issued by Repligen on June 13, 2024, attached as Exhibit 99.1 to Repligen’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2024, which biographical information contained in paragraph 4 thereof is incorporated into this Item 5.02 by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.