Bernd Brust
MARAVAI LIFESCIENCES HOLDINGSAbout Bernd Brust
Bernd Brust, age 58, was appointed Chief Executive Officer of Maravai LifeSciences (MRVI) and to its Board as a Class III director effective June 8, 2025 . He previously served as Executive Chairman (2021–2025) and CEO (2014–2021) of Antylia Scientific, and as CEO of Qualicaps, with senior roles at Life Technologies, Invitrogen, and GE Medical Systems . Maravai’s FY2024 revenue was $259.2 million and GAAP net loss was $144.8 million, providing context for pay-for-performance calibration in 2025; the company’s 2024 TSR from a fixed $100 investment was $18.26, reflecting prior-cycle pressures before his appointment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Antylia Scientific | Executive Chairman | 2021–2025 | Led global tools provider; firm sold to Brookfield/CDPQ for >$1.3B |
| Antylia Scientific | CEO | 2014–2021 | Grew to ~$400M revenue; sold Masterflex division to Avantor for $2.9B |
| Qualicaps | CEO | 2011–2013 | Led pharmaceutical capsules manufacturer; acquired by Mitsubishi Chemical |
| Life Technologies | Global Commercial Leadership | Pre-2011 | Ran global commercial organization, driving go-to-market execution |
| Invitrogen; GE Medical Systems | Senior Executive Roles | Prior | Operational and commercial leadership in life science and medtech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Antylia Scientific | Executive Chairman; CEO | 2014–2025 | PE portfolio company (GTCR); later sold to Brookfield/CDPQ |
| Qualicaps | CEO | 2011–2013 | Portfolio company; sold to Mitsubishi Chemical Holdings |
Fixed Compensation
| Component | Amount / Term | Notes |
|---|---|---|
| Base Salary | $750,000 per annum | Employment Agreement (Effective Date: June 8, 2025) |
| Target Annual Bonus | 100% of base salary | 2025 bonus guaranteed at 100% of target, prorated based on days employed in FY2025 |
| Private Air Travel | Company-provided | For business use; personal travel allowed between Dallas and San Diego through Dec 31, 2025 when commuting |
| Legal Fee Reimbursement | Up to $50,000 | For negotiation/review of agreement |
Performance Compensation
| Incentive | Metric | Weighting | Target / Hurdles | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2025) | Board-set company and role objectives | Not disclosed | Targets set by Board in consultation with CEO | Prorated 2025 paid at 100% of target; future payouts per achievement | |
| Performance Stock Units (PSUs) | Stock price VWAP hurdles | Not disclosed | Defined in award agreement; assessed immediately before 3rd anniversary of grant | Vest only if hurdles achieved; subject to continued employment (with pro-rata retention provisions) | |
| RSUs | Time-based | N/A | N/A | Straight vesting subject to service | One-third on June 8, 2026; remainder in 24 equal monthly installments through June 8, 2028 |
| Stock Options | Time-based | N/A | Exercise price: $2.39; final expiration June 8, 2035 | Standard exercisability; automatic net exercise feature if in-the-money at expiry | One-third on June 8, 2026; remainder in 24 equal monthly installments through June 8, 2028 |
Notes:
- Company historically used revenue (70%) and Adjusted EBITDA (30%) as annual bonus metrics for executives in 2024; the Board sets CEO metrics annually .
Equity Ownership & Alignment
- New-hire equity grants (June 8, 2025): 1,000,000 non-qualified options (strike $2.39; expire June 8, 2035), 2,000,000 RSUs, and 2,250,000 PSUs .
- Vesting and acceleration: RSUs and options vest over three years; PSUs contingent on stock-price hurdles by the third anniversary; severance/CIC provisions provide pro-rata vesting or acceleration as detailed below .
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging of company stock .
- Stock ownership guidelines: CEO must hold stock equal to five times base salary; executives must retain at least 50% of net shares from awards until compliant; unvested PSUs do not count toward compliance .
Employment Terms
| Provision | Non-CIC Qualifying Termination | CIC Qualifying Termination (within 24 months post-CIC) | Other Key Terms |
|---|---|---|---|
| Severance | Unpaid prior-year bonus; pro-rata current-year bonus; 12 months of base salary + target bonus paid over 12 months; up to 12 months COBRA subsidy | Unpaid prior-year bonus; pro-rata current-year target bonus; 2x base + target bonus paid lump sum; up to 24 months COBRA subsidy; full vesting of unvested time-based awards (and converted PSUs as applicable) | Release required; 280G best-net cut/reduce toggle; Section 409A compliance; arbitration in San Diego |
| Equity Treatment | Pro-rata vesting of options/RSUs/PSUs where specified; Retained PSUs may continue to vest per certification | Full vesting of time-based awards; treatment of PSUs per conversion rules; options may accelerate if not assumed | Automatic net exercise of in-the-money options at expiry if holder doesn’t opt out |
| Non-Compete | During employment | N/A beyond employment | Confidentiality; invention assignment; trade secret protections |
| Non-Solicit | During employment and for 1 year post-termination | Same | Standard indemnification agreement; D&O insurance maintained |
| Location | HQ San Diego; permitted to reside in Dallas and commute through 12/31/2025 | N/A | Remote work flexibility |
Board Governance
- Appointment: Class III director effective June 8, 2025; term through the 2026 annual meeting; CEO is a management (non-independent) director .
- Committee service: Not disclosed as of appointment; management directors typically do not serve on audit/compensation committees.
- Chairman and independence: Board chair is independent; Board includes a majority of independent directors, with “controlled company” exemptions allowing committee composition to include some non-independent members .
- Director compensation: Management directors receive no additional pay for Board service (compensation paid via employment) .
- Board and committee cadence (FY2024): Board met eight times; Audit seven; Compensation and Leadership Development six; Nominating, Governance and Risk four; all directors attended ≥75% of meetings .
Compensation Structure Analysis
- Mix and risk: Large equity package balances time-based RSUs (retention), stock options (upside leverage), and PSUs (market-based hurdles), aligning realized pay with long-term shareholder value creation .
- Annual incentive framework: Company historically ties bonuses to revenue and Adjusted EBITDA; 2025 CEO bonus is guaranteed at target on a prorated basis, with future years subject to performance certification .
- Clawbacks: Company adopted a Dodd-Frank compliant clawback policy in 2023; Employment Agreement expressly subjects incentive pay to clawback .
- Hedging/pledging: Prohibited, supporting alignment and reducing collateralization risk .
Director Compensation (For directors generally; management directors excluded)
| Element | Amount/Structure |
|---|---|
| Annual cash retainers | Board member $60,000; Committee chairs/members per schedule |
| Annual director RSUs | ~$200,000 grant; vests by next annual meeting or first anniversary |
| Chair of the Board | Additional RSU and cash retainers per Chair package |
Compensation Peer Group (2024 framework)
The company references a 20-company peer set including Bio-Rad, Bio-Techne, NeoGenomics, Natera, Repligen, Insulet, 10x Genomics, Globus Medical, Lantheus, Twist Bioscience, Veracyte, Sotera Health, and others for benchmarking competitiveness and program design .
Say-on-Pay & Shareholder Feedback
Maravai’s 2024 say-on-pay received 97.83% support, informing Compensation and Leadership Development Committee decisions and indicating shareholder alignment with program design .
Investment Implications
- Alignment: A substantial, multi-instrument equity grant with explicit stock-price PSUs and significant options creates strong alignment with long-term TSR, while time-based RSUs provide retention ballast .
- Retention and CIC: Double-trigger CIC with 2x base+bonus and full time-based vesting plus favorable PSU conversion/acceleration supports continuity through strategic transactions; non-solicit protections extend for one year, though non-compete is limited to employment period .
- Selling pressure: RSU monthly vesting post-first anniversary and option exercises can create periodic supply; however, net settlement for tax and anti-hedging/pledging plus blackout controls mitigate disorderly sales risk .
- Governance: Independent Chair and majority-independent Board, with controlled company status allowing some committee flexibility; CEO’s role as director is standard but non-independent, with committee oversight and clawbacks enhancing accountability .