Constantine Mihas
MARAVAI LIFESCIENCES HOLDINGSAbout Constantine Mihas
Constantine S. Mihas (age 58) has served on Maravai LifeSciences’ Board since the November 2020 IPO; his current Class I term expires at the 2027 annual meeting. He is Co-CEO and Managing Director at GTCR and is not classified as an independent director due to his GTCR affiliation in a “controlled company” structure. He previously chaired Maravai’s Compensation & Nominating Committee (2020–Oct 2022) and currently serves on the Compensation & Leadership Development Committee. Education: MBA (Harvard Business School); BS Finance & Economics (University of Illinois Chicago).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GTCR | Co-CEO and Managing Director | 2001–present | Sponsor designee with nomination rights via Director Nomination Agreement; GTCR controls majority voting power. |
| Delray Farms, LLC | Chief Executive Officer & Co‑founder | Prior to GTCR | Operating experience; retail focus. |
| McKinsey & Company | Consultant | Prior to Delray Farms | Strategy/operations advisory background. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sotera Health Company | Director | Current | Also on Maravai board member Sean Cunningham serves on Sotera’s board (interlock). |
Board Governance
- Director class/term: Class I; director since 2020; current term ends 2027.
- Independence: Not identified as independent; board expressly lists which directors are independent and excludes GTCR-affiliated directors.
- Committee assignments (2024–2025): Compensation & Leadership Development Committee (member); prior Chair of Compensation & Nominating Committee through Oct 2022.
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings; all then‑serving directors attended the 2024 annual meeting.
- Controlled company status: GTCR controls a majority of voting power; Maravai relies on Nasdaq controlled‑company exemptions so Compensation and Nominating committees are not comprised entirely of independents.
- Director nomination rights: GTCR has contractual rights to nominate a proportionate number of directors and to have designees on Board committees, limiting board autonomy.
Fixed Compensation (Director)
| Year | Cash Retainer (Board) | Committee Member Fee (Comp Committee) | Total Cash Fees | Notes |
|---|---|---|---|---|
| 2024 | $60,000 | $10,000 | $70,000 | GTCR-affiliated directors (incl. Mihas) transferred cash fees to a GTCR affiliate. |
Performance Compensation (Director)
| Grant Date | Award Type | Grant-Date Fair Value | Units/Structure | Vesting / Metrics |
|---|---|---|---|---|
| May 23, 2024 (Annual Awards) | RSUs | $222,553 | 20,645 RSUs (unvested as of 12/31/24) | Vest in full on earlier of one-year or next annual meeting; time-based only (no performance metrics). |
No director performance metrics are tied to the equity awards; annual director RSUs vest based on service, not TSR/financial goals.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Implication |
|---|---|---|
| Sotera Health Company | Mihas and Sean Cunningham are both directors at Sotera | Information flow/interlock within GTCR network; not a disclosed related‑party transaction for Maravai. |
| GTCR/MLSH Entities | GTCR controls MLSH 1/2; nomination and committee participation rights | Concentrated control; committee independence exceptions under controlled‑company rules. |
Expertise & Qualifications
- Private equity leadership and M&A: Co‑CEO/MD at GTCR; corporate finance and transactions expertise.
- Prior operating/consulting experience: CEO/co‑founder Delray Farms; consultant at McKinsey.
- Compensation governance: Former Chair of Compensation & Nominating; current member of Compensation & Leadership Development Committee.
- Education: MBA (Harvard); BS Finance & Economics (UIC).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Percent of Class A | RSUs Vesting Within 60 Days | Notes |
|---|---|---|---|---|
| Constantine S. Mihas | 48,916 | <1% | 20,645 | RSUs scheduled to vest at/around annual meeting; director guidelines require 4x annual board cash retainer in stock. |
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock by directors.
- Ownership guidelines: Directors must hold stock equal to four times the annual board cash retainer; executives/directors must retain at least 50% of net shares until compliant (compliance status by individual not disclosed).
Related-Party Exposure and Conflicts
- GTCR control and agreements:
- Director Nomination Agreement grants GTCR extensive nomination and committee participation rights; board size changes require GTCR consent.
- Controlled‑company reliance means Comp and Nominating committees are not fully independent (Mihas sits on Compensation).
- Transactions with GTCR affiliates:
- Tax Receivable Agreement (TRA): Maravai paid $7.3 million to MLSH 1 and MLSH 2 in 2024.
- Exchange/Block Trade: May 2024 exchange of 8,409,946 LLC Units and sale of 9,940,974 Class A shares by MLSH 1/2 at $9.815 per share.
- Curia Global (GTCR affiliate): ~$131,900 paid by Maravai for services; ~$44,900 paid to Maravai for product purchases (ordinary‑course commercial terms).
- Registration rights and tax distributions under Topco LLC operating agreement (e.g., $0.5m tax distributions to MLSH 1).
- Oversight: Audit Committee reviews related‑party transactions; policy includes pre‑approval thresholds and exclusions (GTCR fund direct party deals excluded from streamlined pre‑approval).
Compensation Committee Analysis (Structure & Process)
- Committee composition (2024–2025): Chair John DeFord (independent), members Susannah Gray (independent) and Constantine Mihas (non‑independent), reflecting controlled‑company exemption.
- Consultant: Meridian Compensation Partners; committee concluded no conflict of interest.
- Peer group and benchmarking: 2024 peer group (20 sector‑relevant companies) used to calibrate executive pay; committee sets ownership guidelines and clawback policy.
- Say‑on‑pay: 2024 approval 97.83%, indicating strong shareholder support.
Governance Assessment
-
Strengths
- Attendance and engagement: ≥75% attendance; full attendance at 2024 annual meeting.
- Use of independent consultant; adoption of Dodd‑Frank compliant clawback; anti‑hedging/pledging policy; director stock ownership guidelines.
- Transparent disclosure of GTCR control, nomination rights, and related‑party frameworks.
-
Risks/Red Flags
- Not independent; GTCR affiliation plus controlled‑company reliance means Compensation and Nominating committees are not entirely independent; Mihas serves on Compensation.
- Concentrated control and nomination rights can limit minority shareholder influence and board refreshment autonomy.
- Ongoing related‑party flows (TRA payments; block trades; affiliate commercial dealings) require vigilant oversight to avoid conflicts and ensure arm’s‑length terms.
-
Alignment
- Director pay mix includes time‑based RSUs (~$222.6k in 2024) and cash retainers ($70k); GTCR‑affiliated directors transfer cash retainers to GTCR, potentially reducing personal cash alignment while equity remains time‑based (no performance linkage).
-
Implication for investors
- Governance risk from sponsor control is partially mitigated by independent chair, policies (clawback/anti‑hedging), and disclosure, but committee independence and related‑party exposure warrant continued monitoring—especially given Mihas’ role on the Compensation Committee and GTCR’s control rights.