Tony Hunt
REPLIGENAbout Tony J. Hunt
Tony J. Hunt, 61, is Executive Chair of Repligen’s Board (since September 1, 2024), a director since 2015, and former President & CEO (May 2015–September 2024). He is not independent under Nasdaq standards. Hunt holds a B.S. in Microbiology and an M.S. in Biotechnology from University College Galway, Ireland, and an M.B.A. from Boston University School of Management. During 2024, he transitioned from CEO to Executive Chair alongside the appointment of a Lead Independent Director to strengthen board independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Repligen | Executive Chair | Sep 2024–present | Board leadership during CEO transition; strategy focus |
| Repligen | President & CEO | May 2015–Aug 2024 | Led bioprocessing growth; long tenure as PEO |
| Repligen | Chief Operating Officer | May 2014–May 2015 | Oversaw commercial and manufacturing ops |
| Life Technologies | President, Bioproduction | 2011–2014 | Led bioproduction platform pre-Thermo Fisher acquisition |
| Life Technologies | GM, Bioproduction Chromatography & Pharma Analytics | 2008–2011 | Built pharma analytics business |
| Applied Biosystems | Senior Director, Pharma Programs | 2000–2008 | Launched Pharma Analytics (later Bioproduction) |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| 908 Devices Inc. | Director | Mar 2022 | Public company board |
| BioLife Solutions, Inc. | Director | Jan 2025 | Public company board |
Board Governance
- Role and independence: Executive Chair; not independent (only CEO and Executive Chair are non-independent; all others are independent) .
- Board leadership: Executive Chair (Hunt) paired with a Lead Independent Director (Karen A. Dawes) to enhance accountability during leadership transition .
- Committees: Hunt does not serve on Audit, Compensation, or Nominating & Corporate Governance committees (committee membership is composed of independent directors) .
- Attendance: The Board met 6 times in FY2024; all directors and committee members attended 100% of meetings for their applicable periods, with one director attending 1 of 2 committee meetings (name not disclosed) .
- Executive sessions and engagement: Independent directors hold executive sessions at each board meeting; shareholder engagement involves Board leadership (including Executive Chair) and committee members .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Salary (prorated CEO→Exec Chair) | $733,333 | CEO until Aug 30, 2024 ($880k annualized), then Executive Chair ($440k annualized) |
| Current Base Salary (Executive Chair) | $440,000 | Effective Sep 1, 2024 |
| Target Bonus (Executive Chair) | 52.5% of base | 100% tied to Company Objectives; 105% of base prior to Sep 1, 2024 as CEO |
| 2024 Non-Equity Incentive Paid | $652,806 | Based solely on Company Objectives |
Performance Compensation
| Equity Award Type | Grant Date | Quantity/Terms | Notable Vesting/Events |
|---|---|---|---|
| RSUs | Feb 27, 2024 | 19,719 RSUs | Forfeited two-thirds (13,146 RSUs) at CEO→Exec Chair transition; non-cash accounting modification recorded |
| Stock Options | Feb 27, 2024 | 19,585 options @ $192.71 | Forfeited two-thirds (13,057 options); remaining options continue vesting; modification accounting charge |
| PSUs | Feb 27, 2024 | 9,859 PSUs (target) | Forfeited two-thirds (6,573 PSUs); PSU metrics are 3-year Adjusted ROIC and Base Organic Growth |
| Legacy Option Grant | Mar 1, 2018 | 178,567 options @ $33.87 (exercisable/unexercisable mix) | Large legacy grant with single-trigger CIC acceleration (special award) |
| Legacy RSUs | Mar 1, 2018 | 49,208 RSUs | Scheduled vesting through 2027 |
- Clawback policy: Adopted Oct 2023; requires recovery of excess incentive compensation over three years prior to a restatement; applies to current/former executive officers (and employees under specified conditions) .
- Anti-hedging/pledging: Policy prohibits hedging and pledging without Audit Committee pre-approval; anti-short sale as well .
- No option repricing: Repricing of underwater options requires shareholder approval .
- Tax gross-ups: Company does not provide excise/409A tax gross-ups .
Annual Cash Incentive Metrics (FY2024)
| Metric | Threshold | Target | Maximum | Actual | Payout Basis |
|---|---|---|---|---|---|
| Adjusted Revenue | 90% of $630.0M | $630.0M | 120% of target | $634.8M | Company Objectives (50% weighting for CEO/Exec Chair plan) |
| Adjusted EPS (FD) | 70% of $1.50 | $1.50 | 130% of target | $1.42 | Company Objectives (50% weighting for CEO/Exec Chair plan) |
| Aggregate Achievement | — | — | — | 94.2% of target | Determination by Compensation Committee |
PSU Performance Outcome (2019/2022 Grants with 3-year period ending 12/31/2024)
| Performance Measure | Threshold | Target | Maximum | Actual (2022–2024) | Payout |
|---|---|---|---|---|---|
| Base Organic Revenue Growth | 15.0% | 24.6% | 30.0% | 10.9% | 0.0% |
| Adjusted ROIC | 11.5% | 13.5% | 14.5% | 3.7% | 0.0% |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Considerations |
|---|---|---|
| 908 Devices Inc. (public) | Board director | Adjacent analytical instrumentation; no related-party transactions disclosed |
| BioLife Solutions, Inc. (public) | Board director | Bioproduction supplies; monitor strategic overlaps; no related-party transactions disclosed |
Expertise & Qualifications
- Deep bioprocessing leadership across Life Technologies/Applied Biosystems and Repligen; significant PEO tenure .
- Strategic operations, commercialization, and M&A experience at scale; education includes MBA .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial Ownership | 400,032 shares | Includes rights within 60 days |
| Options Exercisable ≤60 days | 303,002 shares | Included in beneficial tally |
| Percent of Class | <1% | Company shares outstanding: 56,148,556 (as of Mar 7, 2025) |
| Ownership Guidelines | NEO guideline: 1× base salary; directors (non-employee) 4× cash retainer | All directors/NEOs comply or on track |
| Hedging/Pledging | Prohibited without pre-approval | Policy covers directors/NEOs |
Governance Assessment
- Strengths:
- Formal clawback, anti-hedging/pledging policy; no option repricing; no tax gross-ups—shareholder-friendly controls .
- Say-on-Pay approval at ~94% in 2023; committee independence; active shareholder engagement involving Board leadership .
- Clear separation of CEO and Executive Chair with Lead Independent Director structure post-transition .
- Risks/RED FLAGS:
- Not independent; Executive Chair with long PEO tenure can concentrate influence—mitigated by a Lead Independent Director and independent committees .
- Single-trigger change-in-control acceleration tied to Hunt’s 2018 special award—less aligned than double-trigger; table shows significant accelerated vesting value even without termination (monitor deal incentives) .
- Large outstanding legacy equity exposure; continued vesting through 2027 under employment terms—monitor pay-for-performance alignment amid PSU zero payout for 2022–2024 cycle .
- Related-party/Compliance: No related-party transactions >$120,000 since Jan 1, 2024; Section 16(a) delinquency noted for another director, not Hunt .
Change-in-Control and Severance Provisions (Executive Chair Agreement)
- If employed through March 2027: pro-rata PSUs can vest based on actual performance at period end .
- Termination by company without cause or death/disability: salary continuation through March 2027; acceleration of time-based awards that would have vested by March 2027; pro-rata PSUs eligible based on actual performance; COBRA premiums paid through March 2027 .
- Change-in-control with termination within 24 months (double-trigger): lump sum base+target bonus multiple (example totals shown); equity accelerates (performance deemed ≥ target or actual); COBRA coverage; Hunt’s totals illustrate substantial equity acceleration .
- CIC without termination (single-trigger special award): accelerated vesting value for 2018 special award; notable exception versus broader double-trigger policy .