Martin Madaus
REPLIGENAbout Martin D. Madaus
Independent director of Repligen (RGEN) since February 2023; age 65. Senior Operating Executive at The Carlyle Group (since 2019). Former Chairman, President and CEO of Millipore (led the transformation and sale to Merck KGaA in 2010); former Chairman and CEO of Ortho-Clinical Diagnostics (2014–2019); prior President & CEO, North America, Roche Diagnostics (2000–2004); earlier sales/marketing roles at Boehringer Mannheim (1989–1996). Holds a D.V.M. (University of Munich) and a Ph.D. (University of Veterinary Medicine of Hanover).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Millipore Corporation | Chairman, President & CEO | ~5 years, culminated in 2010 sale to Merck KGaA | Drove strategic transformation and sale |
| Ortho-Clinical Diagnostics | Chairman & CEO | 2014–2019 | Led the company through operational leadership period |
| Roche Diagnostics Corp (North America) | President & CEO | 2000–2004 | Led NA diagnostics operations |
| Boehringer Mannheim | Sales, Marketing, Product Mgmt | 1989–1996 | Transitioned into general management at Roche acquisition |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Hologic, Inc. | Director | Current (since Dec 2024) | Public company focused on women’s health |
| Azenta Life Sciences | Director | Current | Public life sciences tools company |
| Quanterix Corporation | Chairman | Current | Precision health technology public company |
| Standard BioTools (Fluidigm) | Director | Prior | Former public company board role |
| Unchained Labs | Director | Current | Private company board |
| Emulate Inc. | Director | Current | Private company board |
| Syntis Bio | Director | Current | Private company board |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (N&CG). Members: Madaus (Chair), Konstantinov, Pax; N&CG met 2 times in FY2024.
- Audit Committee transition: Madaus departed Audit Committee effective September 2024; current Audit members are Muir (Chair), Dawes, Eglinton Manner.
- Independence: Board determined Madaus is independent under Nasdaq standards; all committee members are independent.
- Board meetings and attendance: Board met 6 times in FY2024; each director attended 100% of Board and committee meetings for which they served, except one director who attended one of two applicable committee meetings (name not specified).
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting.
- ESG oversight: As N&CG Chair, oversees ESG initiatives and sustainability report disclosures; N&CG reports to Board on ESG.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Board + committees) | $80,333 | Annual Board retainer is $60,000; N&CG Chair retainer is $16,000; Transaction Committee retainer $5,000; actual total cash received $80,333 (combination of roles and proration). |
| Annual retainers (policy) | See schedule | Board $60,000; Lead Independent $45,000; Audit Chair $30,000/Audit Member $10,000; Compensation Chair $20,000/Member $10,000; N&CG Chair $16,000/Member $5,000; Transaction Committee Member $5,000. |
Performance Compensation (Director)
| Grant | Grant Date | Shares/Units | Exercise Price | Grant-date Fair Value | Vesting |
|---|---|---|---|---|---|
| Options | 5/16/2024 | 1,376 | $171.03 | $116,759 | Annual director awards vest at the earlier of first anniversary or next Annual Meeting. |
| RSUs | 5/16/2024 | 701 | — | $119,892 | Same as above. |
| Unexercised options (as of 12/31/2024) | — | 4,921 | — | — | Outstanding balance at year-end. |
| Unvested RSUs (as of 12/31/2024) | — | 701 | — | — | Outstanding balance at year-end. |
Directors receive time-based RSUs and options (50%/50% mix for annual awards); no performance-based equity is used for directors.
Company Performance Metrics Environment (NEO incentive program oversight)
| Metric | Threshold | Target | Maximum | Actual (2024) | Payout |
|---|---|---|---|---|---|
| Adjusted Base Organic Revenue Growth (2022–2024 PSUs) | 15.0% | 24.6% | 30.0% | 10.9% | 0.0% |
| Adjusted ROIC (2022–2024 PSUs) | 11.5% | 13.5% | 14.5% | 3.7% | 0.0% |
| Annual Cash Incentive Corporate Objectives (2024) | — | Adjusted Revenue $630.0m; Adjusted EPS $1.50 | — | Adjusted Revenue achievement 105%; Adjusted EPS achievement 83% → corporate score 94.2% | — |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member had interlocking relationships with other companies’ boards/compensation committees in FY2024.
- Related party transactions: Audit Committee reviews; none over $120,000 involving directors/related persons since January 1, 2024.
Expertise & Qualifications
- Strategic and M&A leadership (Millipore transformation and sale; Ortho-Clinical CEO; Carlyle operating executive).
- Deep bioprocessing, diagnostics, and life sciences tools experience across manufacturing, commercialization and operations.
- Governance and ESG oversight as N&CG Chair, with responsibility for sustainability reporting review and Board reporting.
- Advanced scientific and veterinary credentials (D.V.M., Ph.D.).
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 6,861 shares | Includes 2,938 options exercisable within 60 days of March 7, 2025; <1% of shares outstanding. |
| Ownership as % of outstanding | <1% | Based on 56,148,556 shares outstanding. |
| Options status | 4,921 unexercised | As of December 31, 2024; 2,938 options exercisable within 60 days of March 7, 2025 (in total beneficial count). |
| Unvested RSUs | 701 | As of December 31, 2024. |
| Ownership guidelines | 4x annual cash retainer for directors | Restricted/time-based RSUs count; options and PSUs do not count; all directors comply or are on-track within five years. |
| Hedging/pledging | Prohibited without Audit Committee pre-approval; anti-hedging and anti-pledging policies in effect | Insider Trading Policy restricts derivatives, hedging, short sales, and pledging; policy filed as Exhibit 19.1 to 2024 10-K. |
Governance Assessment
- Effectiveness: Madaus chairs the N&CG Committee (ESG oversight, Board composition/refresh), bringing significant CEO/operator experience in bioprocessing and diagnostics.
- Independence and attendance: Independent under Nasdaq; Board/committees reported near-perfect attendance overall; executive sessions at each Board meeting enhance oversight.
- Compensation alignment: Director pay balanced between cash retainer and time-based equity; no performance-based director equity, reducing short-termism risk; company’s PSU metrics did not pay out (0%) for 2022–2024, signaling pay-for-performance rigor in the executive program overseen by the Board.
- Ownership alignment: Beneficial ownership with unexercised options and RSUs; directors subject to 4x retainer stock ownership guidelines; anti-hedging/pledging policies in place.
- Potential conflicts: Senior Operating Executive at Carlyle and multiple external boards could pose information-flow or related-party risks; however, the company disclosed no related party transactions and affirmed committee independence; Compensation Committee interlocks are absent. Monitor Carlyle portfolio linkages to Repligen’s ecosystem.
- Shareholder signals: Prior year say-on-pay approved ~94%, indicating investor support for compensation governance; ongoing shareholder engagement informs governance enhancements and Board agendas.
RED FLAGS to monitor: Any future related-party transactions involving Carlyle affiliates; pledging or hedging of RGEN stock (policy restricts); changes to director equity structure (e.g., introduction of performance equity for directors) or re-pricing of options (prohibited without shareholder approval). Current disclosures show none of these issues.