Karen Dawes
REPLIGENAbout Karen A. Dawes
Karen A. Dawes, age 73, is Repligen’s Lead Independent Director (since September 2024) and has served on the Board since 2005. She is President of Knowledgeable Decisions, LLC, and previously held senior commercial and strategic roles at Bayer (SVP and U.S. Business Group Head, 1999–2003), Wyeth (SVP, Global Strategic Marketing), Genetics Institute (VP, Commercial Operations), and Pfizer (1984–1994, culminating as VP, Marketing of the Pratt Division). She holds a B.A. and M.A. in English from Simmons College and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer Corporation (U.S. Pharmaceuticals Group) | Senior Vice President; U.S. Business Group Head | 1999–2003 | Led U.S. pharma business group |
| Wyeth LLC (formerly American Home Products) | Senior Vice President, Global Strategic Marketing | Not disclosed | Worldwide strategic marketing responsibility |
| Genetics Institute, Inc. | Vice President, Commercial Operations | Not disclosed (company acquired Jan 1997) | Designed commercialization to launch BeneFIX and Neumega |
| Pfizer, Inc. (Pratt Division) | Vice President, Marketing; earlier marketing roles | 1984–1994 | Directed launches of Glucotrol/Glucotrol XL, Zoloft, Cardura |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barinthus Bio (formerly Vaccitech Limited) | Director | Not disclosed | Public company directorship |
| Medicenna Therapeutics Corp | Director | Not disclosed | Public company directorship |
| JPA Health | Director | Not disclosed | Private company |
| Medicines360 | Director | Not disclosed | Not-for-profit |
Board Governance
- Independence: The Board determined all directors except the CEO and Executive Chair are independent under Nasdaq standards; this includes Ms. Dawes .
- Roles: Lead Independent Director since September 1, 2024; former Chair of the Board prior to that transition .
- Committee assignments (current): Audit Committee member (since Sep 2024), Compensation Committee member; not currently on Nominating & Corporate Governance (departed Sep 2024) .
- Attendance: In 2024, the Board met 6 times; the proxy states all directors attended 100% of Board and committee meetings during their service periods, except one unnamed director who attended 1 of 2 applicable committee meetings .
- Executive sessions: Independent director executive sessions held at each regular Board meeting and/or as deemed necessary, chaired by the Executive Chair or the Lead Independent Director .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer (non-employee director) | 60,000 | Policy amount for FY2024 |
| Additional retainer for Lead Independent Chair/Director | 45,000 | Policy amount; Ms. Dawes’ LID retainer prorated after Sep 1, 2024 |
| Audit Committee Chair | 30,000 | Policy amount |
| Audit Committee Member | 10,000 | Policy amount |
| Compensation Committee Chair | 20,000 | Policy amount |
| Compensation Committee Member | 10,000 | Policy amount |
| Nominating & Corporate Governance Chair | 16,000 | Policy amount |
| Nominating & Corporate Governance Member | 5,000 | Policy amount |
| Transaction Committee Member | 5,000 | Policy amount |
| Name | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| Karen A. Dawes | 157,333 | 2024 actual cash fees per proxy |
Performance Compensation
| Name | Grant Date | RSUs (#) | Options (#) | Option Exercise Price ($) | RSU Fair Value ($) | Option Fair Value ($) |
|---|---|---|---|---|---|---|
| Karen A. Dawes | 5/16/2024 | 803 | 1,576 | 171.03 | 137,337 | 133,729 |
| Policy Feature | Detail |
|---|---|
| Annual equity grant (2024) | $240,000 grant date fair value (non-Chair), split 50% RSUs / 50% options; Chair $275,000 |
| Vesting | Annual director equity awards vest in full on the earlier of the first anniversary of grant or next Annual Meeting, subject to continued service |
| Change-of-control | Upon a “sale event,” equity retainer awards become 100% vested and exercisable or nonforfeitable immediately prior to the event |
Total 2024 Director Compensation (for Ms. Dawes): Stock Awards $137,337; Option Awards $133,729; Total Compensation $428,399 .
Other Directorships & Interlocks
| Company | Relationship to RGEN | Potential Interlock/Conflict |
|---|---|---|
| Barinthus Bio | External public board | No related-party transactions disclosed by RGEN since Jan 1, 2024 |
| Medicenna Therapeutics | External public board | No related-party transactions disclosed by RGEN since Jan 1, 2024 |
| JPA Health | Private company board | No related-party transactions disclosed by RGEN since Jan 1, 2024 |
| Medicines360 | Non-profit board | No related-party transactions disclosed by RGEN since Jan 1, 2024 |
Expertise & Qualifications
- Strategic, commercial, and marketing leadership across major pharma; led U.S. business group at Bayer; senior strategic roles at Wyeth and commercialization at Genetics Institute; directed multiple major drug launches at Pfizer .
- Board matrix indicates skills in Public Company Board/CEO, Risk Oversight, Finance & Capital Markets, Strategic Planning & M&A, and Commercial Sales & Marketing; currently serves as Lead Independent Director .
- Advanced education: MBA (Harvard Business School), BA/MA (Simmons College) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-of Date |
|---|---|---|---|
| Karen A. Dawes | 96,898 | <1% | March 7, 2025 |
| Equity Detail (12/31/2024) | Count |
|---|---|
| Unexercised Options | 8,154 |
| Unvested RSUs | 803 |
- Ownership guidelines: Non-employee directors must hold shares equal to 4× the annual cash retainer within five years; RSUs with time-based vesting count; options and performance RSUs do not count. All directors and NEOs comply or are on track .
- Insider Trading Policy: Prohibits margin accounts and short sales; hedging/derivatives/pledging require Audit Committee pre-approval; gifts subject to trading windows .
Insider Trades
| Date | Filing | Note |
|---|---|---|
| 2024-08-19 | Form 4 | Corrected prior administrative error misreporting Ms. Dawes’ beneficially owned shares |
Governance Assessment
- Board effectiveness and independence: Dawes is independent under Nasdaq standards and serves as Lead Independent Director, a role that structures independent oversight and chairs executive sessions—supportive of board accountability during CEO transition .
- Committee engagement: Active memberships on Audit (added Sep 2024) and Compensation Committees align with her commercial and risk oversight experience; Audit Committee met 6 times and Compensation 4 times in 2024, indicating meaningful workload .
- Attendance: The proxy reports near-perfect attendance across directors with one unnamed exception; no specific attendance shortfall disclosed for Dawes, supporting engagement .
- Pay and alignment: Balanced mix of cash (Board/committee/LID retainers) and time-based equity (RSUs/options), plus share ownership guidelines and anti-hedging/pledging policy promote alignment; 2024 total director comp for Dawes was $428,399 .
- Conflicts and related-party exposure: Company reports no related-party transactions >$120,000 involving directors since Jan 1, 2024—reducing direct conflict risk .
- Red flags: A Section 16(a) administrative error required a corrective Form 4 for Ms. Dawes on Aug 19, 2024; while minor and corrected, it is a disclosure control datapoint to monitor .
- Leadership retainer transition: Chair retainer ($95,000 annual) prorated with Dawes’ transition to Lead Independent Director ($45,000 annual) after Sep 1, 2024; the role shift is consistent with governance best practices separating Executive Chair and LID .