R. Andrew Eckert
MARAVAI LIFESCIENCES HOLDINGSAbout R. Andrew Eckert
R. Andrew “Andy” Eckert, 63, is Maravai’s independent Chair of the Board (appointed December 5, 2024) and serves as a director in Class I with a term continuing to the 2027 annual meeting. He holds a BS in Industrial Engineering and an MBA from Stanford University and has extensive CEO, chairman, and director experience across healthcare, life sciences, and technology companies, including Becton Dickinson (current director), Varian Medical Systems (former chairman), and multiple operating CEO roles. He is currently interim Chief Executive Officer of Lytx and a Senior Adviser to private equity firm Permira. The Board has affirmatively determined Eckert is independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acelity L.P. (global wound care) | President & CEO | Apr 2017–Oct 2019 (sold to 3M) | Led company to strategic sale to 3M |
| Zelis Inc. (healthcare payments) | CEO | Aug 2020–Aug 2021 | Executive leadership in cost containment/payments |
| Valence Health (value-based healthcare) | CEO | Until sale in 2016 | Drove exit; value-based care focus |
| TriZetto (payer IT) | CEO | Prior period (pre-acquisition by Cognizant) | Healthcare IT scale-up; exit to Cognizant |
| CRC Health Group (behavioral health) | Chairman & CEO | Prior period (pre-acquisition by Acadia) | Led to strategic exit to Acadia |
| Eclipsys Corporation | CEO | 2005–2009 | Health IT transformation leadership |
| SumTotal Systems | CEO | 2002–2005 | Enterprise software leadership |
| ADAC Laboratories | Chairman & CEO | Prior period (sold to Philips in 2000) | Led sale to Philips Medical Systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Becton, Dickinson and Company (NYSE: BDX) | Director | Current | Large-cap medical technology company |
| Lytx, Inc. (telematics) | Interim CEO | Current | Operational leadership role |
| Permira | Senior Adviser | Current | Private equity adviser role |
| Kipu Health | Chairman | Current | Behavioral health software leadership |
| Fortrea Holdings (NASDAQ: FTRE) | Director (Lead Director as of Dec 2024) | Jun 2023–Feb 2025 | Ended service Feb 2025 |
| Varian Medical Systems | Chairman; Director | Chair: Feb 2014–Apr 2021; Director: Oct 2004–Feb 2014 | Company acquired by Siemens Healthineers in 2021 |
Board Governance
- Committee assignments: Eckert is the independent Chair of the Board and is not listed as a member of the Audit, Compensation & Leadership Development, or Nominating, Governance & Risk committees. Current committee chairs are Susannah Gray (Audit), John DeFord (Compensation), and Jessica Hopfield (Nominating).
- Independence: The Board has affirmatively determined Eckert qualifies as an independent director under Nasdaq rules; Audit Committee members meet heightened Rule 10A-3 standards.
- Board leadership: The Chair is independent and presides over executive sessions of independent directors, sets agendas, and serves as liaison to the CEO; the Board currently separates the Chair and CEO roles.
- Controlled company: GTCR controls a majority of voting power; Maravai relies on Nasdaq “controlled company” exemptions such that the Compensation and Nominating committees are not comprised entirely of independent directors (though each has a majority independent composition).
- Attendance and engagement: In 2024, the Board held 8 meetings; Audit 7, Compensation 6, Nominating 4. Each director attended at least 75% of the meetings of the Board and committees on which they served; all then-serving directors attended the 2024 annual meeting.
Fixed Compensation
| Position | Annual Cash Retainer (USD) | Notes |
|---|---|---|
| Board Member | $60,000 | Paid quarterly; directors may elect to receive fully vested shares instead of cash |
| Audit Committee Chair | $25,000 | Committee cash retainers paid quarterly |
| Audit Committee Member | $12,500 | |
| Compensation Committee Chair | $20,000 | |
| Compensation Committee Member | $10,000 | |
| Nominating Committee Chair | $15,000 | |
| Nominating Committee Member | $7,500 | |
| Chair of the Board (Eckert) | $175,000 | Commencing Jan 1, 2025; paid quarterly |
Performance Compensation
| Award | Grant Date | Grant Date Fair Value | Shares (if disclosed) | Vesting Schedule | Change-in-Control Acceleration |
|---|---|---|---|---|---|
| Annual RSU (non-employee directors) | 2024 cycle | ~$200,000 | Not disclosed | Vest in full at earliest of 1-year anniversary or next Annual Meeting | Standard plan terms |
| New Director RSU (first-year service) | Upon appointment | ~$400,000 | Not disclosed | Vest in 3 equal annual installments over 3 years | Standard plan terms |
| Chair Initial RSU (Eckert) | Effective Dec 16, 2024 | $750,000 | 134,409 RSUs | 1/3 vest at grant; 1/3 on May 22, 2025; 1/3 on May 22, 2026 | Vests all RSUs that would have vested in 12 months post-CIC (2024 RSU form) |
| Chair RSU (Annual Meeting 2025) | Expected May 22, 2025 | $500,000 | Not disclosed | 1/2 vest at grant; 1/2 on first anniversary of grant | Vests RSUs that would have vested in 6 months post-CIC (2025 RSU form) |
| Chair ongoing RSU from 2026 | 2026 and beyond | ~$200,000 | Not disclosed | Same vesting terms as Annual Grants | Standard plan terms |
- Clawback: The Board adopted an SEC/Nasdaq-compliant clawback policy effective October 2, 2023, requiring recovery of incentive-based compensation upon a required accounting restatement for the prior 3 completed fiscal years.
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging Maravai stock (including margin accounts).
- Consultant independence and risk: Compensation Committee engages Meridian and reviewed an independent risk assessment; committee retains and assesses adviser independence per Nasdaq rules.
Performance Metrics Table (Director compensation)
| Metric | Structure | Disclosure |
|---|---|---|
| Equity award type | RSUs | Time-based service vesting; no disclosed performance metrics (no PSUs/options for directors) |
| CIC treatment | Partial acceleration | RSUs that would vest in 12 months (2024 award) or 6 months (2025 award) post-CIC accelerate at CIC |
| Clawback | Restatement-based recovery | SEC/Nasdaq compliant clawback policy adopted Oct 2, 2023 |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging and pledging |
Other Directorships & Interlocks
| Company | Role | Tenure | Committee/Conflict Notes |
|---|---|---|---|
| Becton Dickinson | Director | Current | No related-party transactions disclosed for Eckert under Item 404(a) |
| Lytx, Inc. | Interim CEO | Current | Operating role; no Item 404(a) transactions disclosed |
| Permira | Senior Adviser | Current | PE adviser role; no Item 404(a) transactions disclosed |
| Kipu Health | Chairman | Current | Private company role; no Item 404(a) transactions disclosed |
| Fortrea | Director (Lead Director as of Dec 2024) | Jun 2023–Feb 2025 | Former role; ended Feb 2025; no Item 404(a) transactions disclosed |
| Varian Medical Systems | Chairman; Director | Chair 2014–2021; Director 2004–2014 | Company acquired by Siemens Healthineers; no conflict disclosures beyond standard |
Expertise & Qualifications
- Extensive governance and C-suite experience across healthcare, life sciences, and health IT; prior chairman roles and multiple CEO tenures cited by the Board as qualifying him to serve as Chair.
- Independence affirmed under Nasdaq rules; experienced in corporate strategy, operations, product development, and marketing.
- Education: BS Industrial Engineering, MBA, both Stanford University.
Equity Ownership
| As of Date | Shares Beneficially Owned (Class A) | Notes |
|---|---|---|
| March 24, 2025 | 89,606 | Includes 44,803 RSUs vesting within 60 days; remaining 44,803 scheduled to vest May 22, 2026 |
| Dec 16, 2024 (grant) | 134,409 RSUs | 1/3 vested at grant; 1/3 vest May 22, 2025; 1/3 vest May 22, 2026 |
- Stock ownership guidelines: Directors must hold stock equal to 4x their annual board cash retainer; hold at least 50% of shares received from equity awards until compliant; unexercised options and unvested performance-based stock do not count. Compliance timeline not prescribed.
- Anti-pledging: Directors prohibited from pledging or hedging company securities.
Fixed Compensation (Policy Reference)
| Component | Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $60,000 | Directors may elect equity in lieu of cash; paid quarterly |
| Chair of the Board Retainer (Eckert) | $175,000 | Begins Jan 1, 2025; paid quarterly |
| Committee Chair/Member Retainers | $25k/$12.5k (Audit); $20k/$10k (Comp); $15k/$7.5k (Nom) | Paid quarterly |
Insider Trades (Form 4)
| Transaction Date | Type | Security | Amount | Notes |
|---|---|---|---|---|
| 12/16/2024 | Grant (A) | Class A Common via RSUs | 134,409 | 1/3 vested at grant; remaining halves vest at 2025 Annual Meeting and 1-year after |
Governance Assessment
- Independence and leadership: Eckert is an independent Chair, with responsibilities to preside over executive sessions of independent directors and act as liaison to management, supporting oversight quality.
- Compensation mix and alignment: Director compensation relies on time-based RSUs without performance metrics; Chair award includes immediate vesting and short vesting intervals, with clawback and anti-hedging/pledging mitigating conduct risk.
- Change-in-control terms: Chair RSU agreements include partial acceleration of unvested RSUs upon a change in control (12 months for the 2024 award; 6 months for the 2025 award), which can be viewed as a retention mechanism but reduces at-risk duration.
- Controlled company red flag: GTCR control and reliance on exemptions for fully independent composition of Compensation and Nominating committees reduce strict independence standards at the committee level, though a majority of directors are independent and committees have majority-independent membership.
- Conflicts and related-party exposure: Company disclosed no Item 404(a) related-party transactions involving Eckert and no arrangements or family relationships tied to his appointment.