Susannah Gray
MARAVAI LIFESCIENCES HOLDINGSAbout Susannah Gray
Independent director at Maravai LifeSciences (MRVI) since 2020; Audit Committee Chair since the IPO (Nov 2020) and member of the Compensation & Leadership Development Committee since October 2022 . Age 64 as of March 24, 2025; current term expires 2027 . Former CFO of Royalty Pharma (2005–2018), later EVP Finance & Strategy (2018–2019); earlier senior healthcare credit analyst roles at CIBC World Markets, Merrill Lynch, and Chase Securities . Education: MBA, Columbia University; BA (Social Studies), Wesleyan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royalty Pharma Management LLC | Chief Financial Officer | Jan 2005 – Dec 2018 | Senior finance leadership; pharmaceutical royalty model expertise |
| Royalty Pharma Management LLC | EVP, Finance & Strategy | Dec 2018 – Sep 2019 | Strategic finance oversight; retired Sep 2019 |
| CIBC World Markets (High Yield) | Managing Director & Senior Analyst (Healthcare) | 2002 – 2004 | Healthcare credit analysis |
| Merrill Lynch; Chase Securities | Senior healthcare credit roles | Not disclosed | Sell-side healthcare credit/leveraged finance background |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| 4D Molecular Therapeutics, Inc. | Director | Current (as of proxy) | Public biotech board |
| Theravance Biopharma, Inc. | Director | Current (as of proxy) | Public biopharma board |
| Morphic Holding, Inc. | Director | Apr 2021 – Aug 2024 | Public biotech; departed Aug 2024 |
| Apria, Inc. | Director | May 2021 – Mar 2022 | Company acquired by Owens & Minor (Mar 2022) |
Board Governance
- Independence: Board determined Ms. Gray is independent under Nasdaq rules; meets heightened independence for Audit and Compensation committees; designated “audit committee financial expert” under Item 407(d)(5) .
- Committees and roles (2024): Audit (Chair); Compensation & Leadership Development (Member). Audit Committee met 7x; Compensation Committee 6x; Board 8x; all directors attended ≥75% of meetings and the 2024 Annual Meeting .
- Controlled company status: MRVI is a “controlled company” under Nasdaq due to GTCR’s voting control; MRVI relies on exemptions so Compensation and Nominating committees are not entirely independent (though majority independent). Board majority independent; Audit Committee fully independent .
- Audit Committee Report: Audit Committee (Gray as Chair) reviewed 2024 financials and ICFR, discussed PCAOB AS 1301 matters, and recommended inclusion in the 2024 10-K .
| Committee | Role | 2024 Meeting Count |
|---|---|---|
| Audit | Chair | 7 |
| Compensation & Leadership Development | Member | 6 |
Fixed Compensation
| Component | Policy Detail | Amount/Status |
|---|---|---|
| Annual Board retainer (cash) | Non-employee director | $60,000 |
| Audit Committee Chair retainer | Additional cash retainer | $25,000 |
| Compensation Committee member retainer | Additional cash retainer | $10,000 |
| Total 2024 cash fees – Susannah Gray | Fees attributable to 2024 service | $95,000 (implied $60k + $25k + $10k) |
| 2024 Director Compensation (Reported) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Susannah Gray | 95,000 | 222,553 (RSUs) | 317,553 |
Notes: Cash retainers paid quarterly; GTCR-affiliated directors transfer fees to GTCR (not applicable to Gray) . Non-employee director equity grants target ≈$200,000 FMV annually .
Performance Compensation
- Structure: Director equity is time-based RSUs (no performance metrics); Annual Awards vest on earlier of one year from grant or date of next Annual Meeting, subject to service .
- 2024 Grant: Annual director RSU grant on May 23, 2024; Ms. Gray’s grant date fair value $222,553; as of Dec 31, 2024, she held 20,645 unvested RSUs scheduled to vest at the Annual Meeting (subject to service) .
| Award Type | Grant Date | Grant Date Fair Value ($) | Vesting Terms | Unvested as of 12/31/2024 |
|---|---|---|---|---|
| Annual RSU (Director) | May 23, 2024 | 222,553 | Earlier of 1-year or next Annual Meeting | 20,645 RSUs, vest at Annual Meeting (service-based) |
Additional governance controls: Company prohibits option repricing without shareholder approval and did not grant option-like awards in 2024; Board adopted Dodd-Frank-compliant clawback policy effective Oct 2, 2023 .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with MRVI |
|---|---|
| 4D Molecular Therapeutics; Theravance Biopharma | None disclosed with MRVI customers/suppliers; no related-party ties noted |
Context: MRVI is party to various agreements with GTCR (TRA, registration rights, exchange), and conducted minor transactions with Curia Global (a GTCR affiliate) in 2024; these are overseen under the related-party policy by the Audit Committee (which Gray chairs) .
Expertise & Qualifications
- CFO and strategic finance experience (Royalty Pharma) .
- Audit Committee Financial Expert designation; deep finance/accounting background .
- Extensive healthcare capital markets and credit analysis experience (CIBC, Merrill Lynch, Chase) .
- MBA (Columbia); BA (Wesleyan) .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | Percent | Notes |
|---|---|---|---|
| Susannah Gray | 80,768 | <1% (table asterisk denotes <1%) | Based on 143,958,169 Class A shares outstanding at 3/24/2025 |
| Unvested RSUs (12/31/2024) | 20,645 | — | Scheduled to vest at next Annual Meeting (service-based) |
Policy controls: Anti-hedging and anti-pledging policy prohibits hedging and prohibits holding MRVI shares in margin accounts or pledging as collateral—applies to directors . Stock ownership guidelines require directors to hold shares equal to 4x annual board cash retainer; time-vested RSUs count toward guideline .
Governance Assessment
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Strengths
- Independent director with significant financial acumen; Audit Committee Chair and designated audit committee financial expert; Audit Committee fully independent and active (7 meetings in 2024) .
- Strong alignment via annual RSU grants; director ownership guidelines (4x retainer) and strict anti-hedging/anti-pledging policy enhance investor alignment .
- Attendance and engagement satisfactory; all directors met ≥75% attendance and attended the 2024 Annual Meeting .
- Audit Committee oversees related-party transactions pursuant to written policy—critical in a controlled company context .
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Risks/Watch items
- Controlled company status: MRVI relies on exemptions—Compensation and Nominating committees are not entirely independent, which may dilute independent influence despite Gray’s presence on the Compensation Committee. Monitor committee composition and GTCR designee participation in sensitive matters. RED FLAG: partial reliance on controlled company exemptions .
- Ongoing GTCR-related agreements (TRA, registration rights, exchange) and transactions with GTCR-affiliated entities require vigilant Audit Committee oversight for fairness; governance optics risk though processes are disclosed .
- Director equity is time-based (no performance metrics); while common for directors, it does not tie directly to operating performance metrics—investor alignment relies on ownership/retention rather than performance hurdles .
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Net view: Gray’s deep finance background and role as independent Audit Chair are governance positives that bolster financial oversight and related-party scrutiny in a controlled structure. Continued transparency on committee independence and strict adherence to the related-party policy remain key for investor confidence .