Nicolas Barthelemy
REPLIGENAbout Nicolas M. Barthelemy
Independent director of Repligen since 2014; age 59 as of the 2025 Annual Meeting. Former President & CEO of bioTheranostics (2014–2017), and previously President, Global Commercial Operations at Life Technologies (pre-2014 Thermo Fisher acquisition). Earlier, eight years at Biogen (VP Manufacturing & GM, RTP) and prior roles at Merck in vaccine technology. Education: M.S. in Chemical Engineering (UC Berkeley) and engineering degree from ESPCI Paris .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| bioTheranostics | President & Chief Executive Officer | Sep 2014 – Feb 2017 | Led molecular diagnostics business |
| Life Technologies | President, Global Commercial Operations | Pre-Feb 2014 (prior to Thermo Fisher acquisition) | Oversaw global commercial ops; M&A integration context |
| Biogen | VP, Manufacturing; GM, Manufacturing (RTP) | Eight years (dates not specified) | Large-scale biologics manufacturing leadership |
| Merck & Co. | Senior Project Engineer, Vaccine Technology | Early career | Technical operations/vaccines |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Biocare Medical LLC | Director | Private | Current |
| Slingshot Biosciences | Director | Private | Current |
| Twist Bioscience | Director (prior) | Public | Former board member |
| 908 Devices Inc. | Director (prior) | Public | Former board member |
| Standard BioTools (Fluidigm) | Director (prior) | Public | Former board member |
| Other public boards (current) | — | — | None listed for 2025 nominees |
Board Governance
- Independence: Board determined all directors other than CEO and Executive Chair are independent; Barthelemy is independent .
- Committees (current): Compensation Committee member (Comp) .
- Committee chair roles: Served as Compensation Committee Chairperson for 2024; chair role transitioned to Margaret A. Pax effective Feb 2025 .
- Committee changes: Departed Nominating & Corporate Governance (N&CG) Committee effective Sep 2024 .
- Attendance: Board met 6 times in FY2024; Comp met 4; Audit 6; N&CG 2. Company disclosed 100% attendance at Board/committee meetings for all directors during their service periods, except one unnamed director who attended 1 of 2 applicable committee meetings .
- Annual Meeting: All directors on the Board as of May 16, 2024 attended the 2024 Annual Meeting .
- Executive sessions: Held at each regularly scheduled Board meeting .
Fixed Compensation (Director)
| Component | Detail | 2024 Amount/Terms |
|---|---|---|
| Cash fees (Barthelemy) | Board/committee retainers earned | $88,333 |
| RSU grant | Annual RSU grant (701 units on 5/16/2024) | Grant date fair value $119,892; vests in full at next Annual Meeting/1-year |
| Stock option grant | Annual option (1,376 options at $171.03 on 5/16/2024) | Grant date fair value $116,759; vests in full at next Annual Meeting/1-year |
| Total 2024 director comp (Barthelemy) | Cash + equity grants | $324,984 |
| Standard director cash retainers (policy) | Board member; Lead Independent Director; committee chairs/members | $60,000 Board; $45,000 Lead Independent; Audit Chair $30,000, member $10,000; Comp Chair $20,000, member $10,000; N&CG Chair $16,000, member $5,000; Transaction Committee member $5,000 |
| Standard annual equity (policy) | Non-employee director annual equity; Chair higher | $240,000 (50% RSUs/50% options); Chair $275,000; vest at next Annual Meeting/1-year |
Performance Compensation (Director)
| Feature | Structure | Metrics/Notes |
|---|---|---|
| Performance-based elements | None for directors | Annual director equity (RSUs/options) is time-based; vests at next Annual Meeting/1-year—no performance conditions |
Other Directorships & Interlocks
- Current public company boards: None (per nominee summary) .
- Compensation Committee interlocks: Company discloses no interlocking relationships for any Compensation Committee member (including Barthelemy) .
Expertise & Qualifications
- Skills matrix: Public company leadership, risk oversight, manufacturing & global operations, strategic planning/M&A, life sciences technology & innovation, commercial sales & marketing .
- Education: M.S. Chemical Engineering (UC Berkeley); engineering degree (ESPCI Paris) .
Equity Ownership
| Item | Detail | Amount |
|---|---|---|
| Beneficial ownership (3/7/2025) | Shares beneficially owned | 7,903 (<1% of class) |
| Includes options exercisable within 60 days | Number of options counted in beneficial ownership | 3,936 |
| Unexercised options (as of 12/31/2024) | Outstanding, unexercised option count | 5,312 |
| Unvested RSUs (as of 12/31/2024) | Outstanding unvested RSUs | 701 |
| Shares outstanding reference | Shares outstanding used for % calc | 56,148,556 (percent indicated as “* <1%”) |
| Stock ownership guidelines | Non-employee directors must hold ≥4x annual cash retainer within 5 years | Company states all directors comply or are on track |
| Hedging/pledging | Hedging/pledging generally prohibited; certain transactions require Audit Committee pre-approval | Policy applies to non-employee directors |
Related Party/Conflicts and Risk Indicators
- Related party transactions: None requiring disclosure (>$120,000) since Jan 1, 2024 .
- Section 16 compliance: Company disclosed one administrative Form 4 error for another director (Karen A. Dawes); no issues disclosed for Barthelemy .
- Say-on-Pay signal: 2023 say-on-pay approved by ~94% of votes cast, indicating broad shareholder support of the Company’s compensation framework; Barthelemy chaired the Comp Committee in 2024, with 2025 vote to cover 2024 decisions .
- Clawback policy: Company-wide compensation recovery policy adopted (Oct 2023), primarily applicable to executive incentive pay .
Governance Assessment
- Strengths: Independent director with deep bioprocessing and manufacturing expertise; chaired the Compensation Committee in 2024 and remains a member, with no interlocks and a disclosed independent compensation consultant (Meridian) and high prior say-on-pay support—supports investor confidence in pay governance . Ownership alignment via equity grants and stock ownership guidelines; beneficial ownership includes exercisable options; company prohibits hedging/pledging without pre-approval .
- Potential watch items: Board composition and committee rotations (departed N&CG in Sep 2024) continue to evolve; monitor ongoing attendance (company disclosed one unnamed director with a missed committee meeting ratio) and 2025 say-on-pay outcome given 2024 PSU non-payouts for executives and leadership transition .
- Conflicts: No related-party transactions or interlocks disclosed; currently no other public company directorships, reducing potential external conflicts .