REPLIGEN CORP (RGEN)
Sector: Health Care
2026 Annual Meeting Analysis
REPLIGEN CORP · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Madaus joined in February 2023, giving him meaningful tenure overlap with the 3-year underperformance period; Repligen's stock has fallen roughly 30% over three years while the healthcare sector ETF (XLV) gained about 18%, a gap of 48 percentage points that far exceeds the 30-point trigger threshold for companies with a negative absolute return; the 5-year record is also deeply negative (-41% vs XLV), so the 5-year mitigant does not rescue the vote.
Dawes has served since 2005 and has full overlap with the underperformance period; the stock's 3-year decline of roughly 30% against a sector ETF (XLV) gain of about 18% produces a 48-point gap that exceeds the 30-point trigger for negative absolute returns; the 5-year return is even worse (-41%), so no mitigating long-term track record exists.
Barthelemy has served since 2014 and has full overlap with the 3-year underperformance period; the 48-point gap between Repligen's -30% three-year return and XLV's +18% return triggers the policy threshold for negative absolute TSR; the 5-year picture is similarly weak, so the long-term mitigant does not apply.
Eglinton Manner has served since June 2020, giving her full overlap with the 3-year measurement window; the stock's 48-point underperformance versus the healthcare sector ETF (XLV) far exceeds the trigger threshold; the 5-year return is also deeply negative relative to XLV, eliminating the long-term mitigant.
Konstantinov joined in May 2022, which is more than 24 months ago, so the new-director exemption does not apply; his tenure covers nearly the entire 3-year underperformance window and the 48-point TSR gap versus XLV exceeds the 30-point trigger for companies with negative absolute returns; because he joined fewer than 3 full years ago the policy flags rather than automatically penalizes, but the gap is so large that a vote against is warranted.
Mhatre has served since March 2020 and has full overlap with the underperformance period; the 48-point gap versus XLV triggers the negative-absolute-TSR threshold; the 5-year return is also deeply negative, so no long-term mitigant applies.
Muir has served since 2015 and has complete overlap with the underperformance period; the stock's 48-point lag behind XLV over three years far exceeds the policy trigger for companies with negative absolute returns; the 5-year record is equally poor, eliminating the long-term mitigant.
For Analysis
Loeillot joined the board in September 2024, which is within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger; no other disqualifying factors apply.
Pax joined the board in March 2024, which is within the 24-month new-director exemption window, so she is exempt from the TSR underperformance trigger; no other disqualifying factors apply.
Seven of nine directors — Madaus, Dawes, Barthelemy, Eglinton Manner, Konstantinov, Mhatre, and Muir — trigger the TSR underperformance policy: Repligen's stock has declined roughly 30% over three years while the healthcare sector ETF (XLV) gained about 18%, a 48-point gap that exceeds the 30-point trigger for companies with negative absolute returns, and the 5-year record is equally weak so no mitigant applies; Loeillot and Pax are exempt as new directors within the 24-month window.
Say on Pay
✓ FORCEO
Olivier Loeillot
Total Comp
$6,114,771
Prior Support
93%%
The prior year say-on-pay vote received approximately 93% support, well above the 70% threshold that would require visible changes; the CEO's total compensation of roughly $6.1 million reflects his first full year in the role following a promotion, and the pay mix is heavily weighted toward variable equity (stock options, time-based restricted stock awards, and performance stock awards) with salary representing a minority of total pay, satisfying the 50-60% variable compensation standard; a meaningful clawback policy is in place, the 2023-2025 performance stock awards were forfeited entirely due to missed revenue and return-on-capital targets, demonstrating that the incentive structure does in fact connect pay to outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
$3,404,000
Non-Audit Fees
$541,500
EY's non-audit fees (primarily tax advisory services) totaled about $541,500 against audit fees of $3,404,000, a ratio of roughly 16%, well below the 50% threshold that would raise independence concerns; EY has served since 2002, giving it approximately 24 years of tenure — just under the 25-year trigger — and the proxy notes that EY periodically rotates audit personnel; no material restatements were disclosed, and EY is a Big 4 firm appropriate for a company of Repligen's size.
Overall Assessment
The 2026 Repligen annual meeting features three standard proposals; the auditor ratification and say-on-pay votes pass policy screens and warrant support, but seven of nine director nominees trigger the TSR underperformance policy due to the stock's 48-point lag behind the healthcare sector ETF (XLV) over three years with no long-term mitigant available — only the two newest directors (Loeillot and Pax) are exempt as recent appointees.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing