Sean Cunningham
MARAVAI LIFESCIENCES HOLDINGSAbout Sean Cunningham
Independent director (Class II) at Maravai LifeSciences since 2020; age 49 as of March 24, 2025. Managing Director and Head of Healthcare at GTCR; prior consultant at Boston Consulting Group. Education: MBA (Wharton), BA and BE in Engineering Sciences (Dartmouth). Nominated by GTCR under the Director Nomination Agreement; Board has not classified him as independent in its independence determinations for 2024–2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GTCR | Managing Director; Head of Healthcare Group | Joined 2001 (current) | GTCR designee; significant influence via nomination rights under Director Nomination Agreement |
| Maravai LifeSciences Holdings, LLC (MLSH 1) | Board member | Since March 2016 | Up-C structure member; related-party governance context |
| Boston Consulting Group | Consultant | Prior to GTCR | Strategy background |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Sotera Health Company | Director | Yes | Shared directorship network with MRVI director Constantine Mihas (also on Sotera’s board) |
Board Governance
- Committee assignments (as of proxy filing): Member, Nominating, Governance and Risk Committee; not Chair. Post Oct-2025 reconstitution, R. Andrew Eckert appointed Chair of Nominating; Gregory Lucier added as member.
- Attendance: 2024 Board met 8x; Audit 7x; Compensation 6x; Nominating 4x; each director attended at least 75% of meetings and all directors attended the 2024 AGM.
- Independence: Board determined several directors met Nasdaq independence; Cunningham is GTCR-affiliated and not listed among independent directors. Company is a “controlled company” (GTCR majority voting power) and relies on exemptions for fully independent compensation and nominations committees.
- Director nomination rights: GTCR retains proportionate nomination and committee participation rights; Cunningham was nominated pursuant to this agreement.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Board annual cash retainer | $60,000 | 2024 policy | Paid in cash or elected in stock; Cunningham transfers fees to GTCR affiliate |
| Nominating Committee member fee | $7,500 | 2024 policy | Member (not Chair) |
| Total cash fees earned | $67,500 | FY2024 | Per Director Compensation table; transferred to GTCR affiliate |
| Annual RSU grant (fair value) | $222,553 | Granted May 23, 2024 | Vests at earlier of one year or next Annual Meeting |
| Total director comp | $290,053 | FY2024 | Sum of cash and stock awards |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Vesting | Fair Value |
|---|---|---|---|---|
| RSUs (Annual Award) | May 23, 2024 | 20,645 unvested units as of 12/31/2024 | Vest in full on the date of the next Annual Meeting (May 22, 2025) or one-year anniversary, subject to service | $222,553 |
No director performance metrics (e.g., TSR or EBITDA targets) are tied to director equity; awards are time-based per policy.
Other Directorships & Interlocks
| Counterparty | Type | Interlock / Potential Conflict |
|---|---|---|
| GTCR | Controlling shareholder; nomination rights | Cunningham is GTCR Managing Director and GTCR nominee; GTCR controls majority voting power and has committee participation rights; structural conflict risk for minority shareholders |
| Sotera Health | Public company board | Shared directorship with MRVI director Constantine Mihas at Sotera Health (information flow, potential interlocks) |
Expertise & Qualifications
- Healthcare investing/operator network via GTCR; board experience at Sotera.
- Technical/analytical training (Engineering degrees), finance and strategy (Wharton MBA; BCG experience).
Equity Ownership
| Holder | Class A Beneficially Owned | Notes |
|---|---|---|
| Sean Cunningham | 48,916 shares (as of March 24, 2025) | Security ownership table; excludes Class B and LLC Unit conversions |
| Unvested RSUs | 20,645 (as of 12/31/2024) | Annual director award vesting at 2025 Annual Meeting |
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging; no pledges disclosed for Cunningham.
- Director stock ownership guidelines: Minimum 4x annual board cash retainer; compliance status for individual directors not disclosed.
Insider Trades
| Date | Form | Summary | Source |
|---|---|---|---|
| May 28, 2024 | Form 4 (group filing) | GTCR-related reporting persons (including Sean L. Cunningham) reported transactions tied to exchange/sale mechanics under the Exchange Agreement; GTCR entities deemed to share beneficial ownership context | |
| Jun 18, 2025 | Form 4 | Filing lists attorney for Sean Cunningham; Section 16 reporting for director/10% owner context |
Related activity context: In May 2024, MLSH 1 exchanged 8,409,946 LLC Units for Class A and, with MLSH 2, sold 9,940,974 Class A shares via block trade; proceeds to MLSH entities (GTCR-affiliated).
Say-on-Pay & Shareholder Voting Signals
- 2024 say-on-pay support: 97.83% approval.
- 2025 director election votes: Sean Cunningham received 185,635,895 “For”, 23,897,811 “Withheld”, 22,152,618 broker non-votes.
Related Party Transactions & Controlled Company Risks
- Controlled company: GTCR controls a majority of voting power; company relies on exemptions for fully independent compensation and nominations committees.
- Director Nomination Agreement: GTCR retains board and committee representation rights proportional to ownership; prohibits changing board size without GTCR consent. Cunningham is a GTCR nominee.
- TRA and Exchange Agreement: Company pays 85% of tax benefits realized to MLSH 1 and MLSH 2; exchanges/sales in 2024 benefited GTCR-affiliated entities.
- 8-K (Oct 27, 2025): Board size reduced; accelerated vesting for departing directors’ RSUs—signals discretionary equity accelerations.
Governance Assessment
- Strengths: Attendance thresholds met; independent Chair; clear anti-hedging/pledging policy; transparent director compensation structure and ownership guidelines.
- Concerns/RED FLAGS:
- Controlled company status and GTCR nomination/committee rights reduce board independence; Cunningham’s GTCR role heightens potential conflicts of interest and minority shareholder risk.
- Transfer of director cash fees to GTCR affiliate (alignment question).
- Discretionary acceleration of director RSUs upon resignations (Oct 2025) could be viewed unfavorably if repeated or misaligned with performance.
- Alignment: Cunningham holds 48,916 Class A shares and standard director RSUs; anti-hedging/pledging policy supports alignment, but GTCR’s structural influence may dominate incentive effects.
Overall, Cunningham brings sector and investment expertise and is engaged on Nominating/Governance/Risk; however, governance quality for investors hinges on monitoring GTCR-related influence, committee independence, and strict handling of related-party frameworks (TRA, exchanges) to protect minority shareholder interests.