Olivier Loeillot

About Olivier Loeillot

Olivier Loeillot is President, Chief Executive Officer, and a director of Repligen Corporation (appointed CEO and elected to the Board effective September 1, 2024). He is 55, joined Repligen in October 2023 as President and Chief Commercial Officer, and previously held leadership roles at Ascensus Specialties, Cytiva/GE Healthcare Life Sciences, and Lonza. He holds a Master’s in Chemistry (European High Institute of Chemistry, Strasbourg) and an MBA (CESMA Business School of EM Lyon) . Repligen’s 2024 adjusted revenue was $634.8M (adjusted from $634.4M reported), adjusted EPS was $1.42 versus a $1.50 target (company objectives achieved at 94.2%), net income was $(25.5)M, and adjusted gross margin expanded by 140 bps YoY; a $100 investment 12/31/2019→12/31/2024 equated to $156 (company TSR shown for context) .

Past Roles

External Roles

Board service and governance notes:

• Committee memberships: None listed for Loeillot (CEO is not on Audit/Comp/N&CG committees). Board committees are fully independent directors .
• Independence: Board determined all nominees except CEO (Loeillot) and Executive Chair (Hunt) are independent .
• Leadership structure and dual-role implications: CEO is separate from Executive Chair and a Lead Independent Director is in place; independent director executive sessions occur at each Board meeting. This structure mitigates concentration of power and enhances oversight during leadership transition .

Fixed Compensation

Performance Compensation

Annual Cash Incentive Plan (2024)

Notes:

• CEO bonus tied solely to company objectives during CEO tenure; CCO tenure included 25% individual objectives, achieved at 110%, prorated across roles .
• Company objectives achievement calculated at 94.2% for 2024 .

Long‑Term Equity Incentives (structure)

• Target mix: 50% time‑based RSUs, 25% stock options (time‑vest), 25% PSUs (performance‑vest over 3 years, 50% Base Organic Revenue Growth, 50% Adjusted ROIC) .
• 2022 PSU program (3‑yr period ending 12/31/2024) paid 0% due to underachievement on Base Organic Growth and Adjusted ROIC (10.9% vs 15% threshold; 3.7% vs 11.5% threshold) .

2024 Grants to Olivier Loeillot

Equity Ownership & Alignment

Employment Terms

Additional severance valuation tables (intrinsic value) are disclosed for hypotheticals as of 12/31/2024, illustrating base continuation, equity acceleration, and COBRA; e.g., CIC double‑trigger valuation for Loeillot totaled $5.65M at that date context (2.0x cash comp, pro‑rata bonus, equity acceleration, COBRA) .

Compensation Committee & Peer Group

• Committee composition: Independent directors; current members include Barthelemy, Mhatre, Muir, Pax; Chair: Pax (effective Feb 2025). Committee met 4 times in FY2024 .
• Independent consultant: Meridian Compensation Partners assists on benchmarking and design; committee found no conflicts of interest .
• 2024 benchmarking peer group (17 companies), including Azenta, Bio‑Rad, Bruker, Bio‑Techne, Insulet, Medpace, Natera, Neogen, Waters, Halozyme, NeoGenomics, 10x Genomics, Mesa Labs, Avid Bioservices, Quanterix, NovaCure (listed as NovaCure Limited, Inc.), Maravai LifeSciences .
• Say‑on‑Pay support: 2023 approval ~94%; annual say‑on‑pay proposed for 2025 .

Director Compensation (context for dual role)

Non‑employee director retainer: $60,000; Lead Independent Director additional $45,000; committee chair/member fees disclosed; annual equity grants of $240,000 ($275,000 Chair) split 50% RSUs / 50% options, vesting in ~1 year .

Investment Implications

• Alignment: CEO pay mix is equity‑heavy (RSUs/options/PSUs) with PSUs tied to three‑year Base Organic Growth and Adjusted ROIC, reinforcing long‑term value creation; 2022 PSU forfeitures signal challenging targets and reduced windfall risk .
• Near‑term selling pressure risk: Large time‑based RSU/option tranches vest annually each September (2025–2027) from 9/3/2024 grants; monitor Form 4s around vest dates and blackout windows for potential selling pressure .
• Ownership skin‑in‑the‑game: Beneficial ownership is modest (<1%); guidelines require 5x salary within five years, supporting progressive alignment but potentially slow accumulation given award structures .
• Change‑in‑control economics: Double‑trigger 2.0x cash plus full equity acceleration if assumed, PSUs at ≥target/actual; meaningful protection could influence negotiation stance in strategic events .
• Governance mitigants: Separation of CEO and Executive Chair roles with Lead Independent Director and independent committees reduce dual‑role independence concerns; robust anti‑hedging/pledging and clawback policies lower governance risk .
• Company performance context: 2024 adjusted revenue achieved, EPS below target leading to 94.2% payout for company objectives; margins expanded (+140 bps) despite net loss, indicating operational efficiency improvements amid headwinds .

Appendix: Key Outstanding Awards and Vesting Detail (Olivier Loeillot)

Related policies: No re‑pricing of underwater options without shareholder approval; clawback policy adopted Oct 2023 .

Disclosures and Governance

• Related party transactions: None >$120k since Jan 1, 2024 beyond compensation arrangements .
• Section 16(a): Company noted an administrative error for a director (corrected), no issues disclosed for Loeillot .
• Board meetings: Board met six times in FY2024; directors generally 100% attendance with one exception (committee attendance) .

Investment Implications

• Expect equity‑driven compensation to tie realized pay to multi‑year operating performance; monitor Base Organic Growth and Adjusted ROIC trends for PSU vesting outcomes .
• Potential overhang from sizable annual vesting tranches through 2027; watch insider trading windows and any Rule 10b5‑1 plans to gauge supply risk .
• Governance structure and independence mitigants reduce dual‑role concerns; continued high say‑on‑pay support (~94%) suggests investor acceptance of pay design, but EPS under‑target in 2024 could temper payouts and support discipline .