| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 12, 2023, Repligen Corporation (the “Company”) announced that Jason K. Garland would be joining the Company as its Chief Financial Officer, effective September 25, 2023 (the “Effective Date”), replacing Jon Snodgres, who tendered his intention to retire on September 8, 2023 and who will continue in a full-time advisory role with the Company until October 6, 2023. Effective as of the Effective Date, Mr. Garland will serve as the Company’s principal financial officer and principal accounting officer.
In connection with Mr. Garland’s appointment as Chief Financial Officer, the Company and Mr. Garland entered into an employment agreement, dated September 8, 2023 (the “Employment Agreement”), which provides that Mr. Garland will receive an initial annual base salary of $550,000, and a target annual performance bonus of up to 75% of Mr. Garland’s annual base salary. The Employment Agreement also provides that Mr. Garland will receive a one-time signing bonus of $100,000, payable within thirty (30) days after the Effective Date. Mr. Garland will also be granted an option to purchase shares of the Company’s common stock and a restricted stock unit award under the Company’s 2018 Stock Option and Incentive Plan. These awards shall vest in equal annual installments on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to Mr. Garland’s continued employment with the Company through the applicable vesting date. The aggregate grant date fair value of the awards will be $1,750,000 and shall be split equally between options and restricted stock units. The Employment Agreement also provides that the Company will grant Mr. Garland an annual equity award for 2024 worth an aggregate amount of $875,000, 50% of which will be granted in the form of time-based restricted stock units, 25% of which will be granted in the form of options to purchase the Company’s common stock and 25% of which will be granted in the form of performance-based restricted stock units. Additionally, Mr. Garland will be eligible to receive certain relocation assistance payments in connection with his relocation to the Boston, Massachusetts area, which amounts are subject to clawback under certain conditions. Mr. Garland will also be eligible to participate in all customary employee benefit plans or programs generally available to the Company’s full-time employees and executive officers, including as an “NEO Participant” under the Company’s Severance Plan, which plan is described beginning on page 53 of the Company’s definitive proxy statement on Schedule 14A for its 2023 annual meeting of stockholders filed with the Securities and Exchange Commission on April 11, 2023.
There are no arrangements or understandings with any other person pursuant to which Mr. Garland was appointed as the Company’s Chief Financial Officer and there are no family relationships between Mr. Garland and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Garland and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Information about Mr. Garland’s business experience can be found in the press release detailing Mr. Garland’s appointment as Chief Financial Officer issued by the Company on September 12, 2023, attached as Exhibit 99.1 hereto, which biographical information contained in paragraphs 2 and 4 thereof is incorporated into this Item 5.02 by reference.
