Corporate governance

Repligen believes conducting compliant, ethical and transparent business is critical to our long term success. Integrity, honesty and accountability provide the foundation upon which we fulfill our responsibilities to our stakeholders, customers, business partners and employees.
Name and principal occupation Age(1) Director Since Independent Other Public Boards Audit Compensation Nominating and Corporate Governance
Tony J. Hunt
President, Chief Executive
Officer, Repligen Corporation
56 2015 -
Karen A. Dawes, Chairperson
President, Knowledgeable
Decisions, LLC (2)
68 2005 2 (2) CHAIR
Nicolas M. Barthelemy
Former President and CEO,
54 2014 2 CHAIR
Rohin Mhatre
Senior Vice President of
Pharmaceutical Development,
Engineering and Technology
at Biogen Inc.
55 2020 -
Glenn P. Muir
Retired Chief Financial Officer
and Executive Vice President,
Hologic, Inc.
61 2015 2 CHAIR
Thomas F. Ryan, Jr.
Retired President and Chief
Operating Officer, American
Stock Exchange
78 2003 -

(1) Age as of the date of the 2020 Annual Meeting.

(2) Karen A. Dawes has been appointed to the Audit Committee effective as of the close of the 2020 Annual Meeting.


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 directors that are critical to Repligen’s success.

Director Nominee Public
and Capital
& Global
and M&A
Bioprocessing Commercial
Tony J. Hunt
Karen A. Dawes
Nicolas M. Barthelemy
Rohin Mhatre
Glenn P. Muir
Thomas F. Ryan, Jr.

Repligen is committed to implementing and maintaining effective corporate governance practices that further long-term shareholder value, promote Board of Directors 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
    • Five (5) of six (6) directors are independent
    • One-third of our directors represent gender and ethnic diversity
    • Our President and CEO is the only non-independent director
    • All Committee members are independent
    • Executive sessions of independent directors are held at each Board meeting
  • Board Governance Practices
    • Annual Board and Committee evaluations and self-assessments
    • All directors and officers are subject to a Code of Business Conduct and Ethics
    • All directors attended 75% or more of Board and committee meetings in 2020
    • Chair and CEO are separate and current Chair is female
  • Shareholder Rights
    • Annual election of all directors
    • Majority voting standard in uncontested director elections
    • Shareholder right to amend By-laws
    • No supermajority voting requirements in By-laws or Charter
  • Board and Committee Oversight Rights
    • Risk assessment and enterprise risk management assessment
    • Corporate strategy oversight
    • Oversight of environmental, social and governance initiatives and risks
  • Compensation Practices/Policies
    • Director stock ownership guidelines
    • Executive compensation program links pay with corporate and individual performance
    • Significant percentage of target compensation is “at-risk” through short-term and long-term incentive awards
    • Anti-hedging, anti-pledging and anti-short-sale policies
    • Compensation clawback policy