Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On February 26, 2020, based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the "Board") of Repligen Corporation (the "Company"), elected Rohin Mhatre to the Board, effective March 1, 2020 (the "Effective Date"). Mr. Mhatre was also appointed to the Compensation Committee of the Board, effective as of the Effective Date.

In connection with Mr. Mhatre's election to the Board, the number of directors constituting the Board has been increased from seven to eight.

In connection with his election to the Board, Mr. Mhatre will receive cash and equity compensation pursuant to the Company's Amended and Restated Non-Employee Directors' Compensation Policy (the "Director Compensation Policy"). Pursuant to the terms of the Director Compensation Policy, on the Effective Date Mr. Mhatre will receive an option to purchase shares of the Company's common stock having an aggregate value of $150,000 (the "Initial Board Option"). The Initial Board Option vests equally over a three-year period from the Effective Date. The Initial Board Option has a term of ten years, subject to early termination in the event of death, removal or resignation from the Board. The Initial Board Option has an exercise price equal to the closing price of the stock on the Effective Date. In addition, under the Director Compensation Policy, each non-employee director receives an annual retainer for service on the Board and committees of the Board, and each non-employee director reelected to the Board by the stockholders is awarded annually restricted stock units.

There are no arrangements or understandings between Mr. Mhatre and any other persons pursuant to which Mr. Mhatre was selected as a director. There have been no transactions since the beginning of the Company's last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant, in which the amount involved exceeds $120,000, and in which Mr. Mhatre had, or will have, a direct or indirect material interest.

On February 27, 2020, the Company issued a press release announcing Mr. Mhatre's election to the Board and has attached a copy of such press release as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
   No.           Description

   99.1            Press release issued by Repligen Corporation on February 27, 2020.

   104           Cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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