Cynthia Collins
About Cynthia Collins
Cynthia Collins (age 67) is an independent director of MaxCyte (joined October 2024). She is Executive Chair and interim CEO of Nutcracker Therapeutics (since February 2025) and previously served as CEO of Editas Medicine (2019–2021), Human Longevity (2017), and GE Healthcare’s Cell Therapy/Lab businesses and Clarient Diagnostics (2013–2016). She holds a B.S. in microbiology (University of Illinois Urbana-Champaign) and an MBA (University of Chicago Booth) and was affirmed independent by the Board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Editas Medicine, Inc. | Chief Executive Officer | Feb 2019 – Feb 2021 | Led clinical-stage gene editing company |
| Human Longevity, Inc. | Chief Executive Officer | Jan 2017 – Dec 2017 | Precision medicine initiatives |
| GE Healthcare (Cell Therapy & Lab Businesses; Clarient Diagnostics) | CEO/General Manager | Oct 2013 – Dec 2016 | Diagnostics and cell therapy leadership |
| GenVec | Chief Executive Officer | Not specified | Vaccine and gene therapy company leadership |
| Baxter Healthcare | Various roles | Not specified | Operations/healthcare experience |
| Abbott Laboratories | Various roles | Not specified | Global healthcare operations exposure |
External Roles
| Organization | Role | Current/Prior | Start Date |
|---|---|---|---|
| Nutcracker Therapeutics | Executive Chair & interim CEO | Current | Feb 2025 |
| Codexis, Inc. | Director | Current | Not disclosed |
| Alanis Therapeutics | Director | Current | Not disclosed |
| Certara | Director | Current | Not disclosed |
| DermTech | Director | Current | Not disclosed |
| Draper Laboratories | Director | Current | Not disclosed |
| Alliance for mRNA Medicines | Board member | Current | Not disclosed |
| Panavance Therapeutics | Director | Prior (past 5 years) | Not disclosed |
| Poseida Therapeutics, Inc. | Director | Prior (past 5 years) | Not disclosed |
| Editas Medicine, Inc. | Director | Prior (past 5 years) | Not disclosed |
| Biocare Medical | Director | Prior (past 5 years) | Not disclosed |
| Triumvira Immunologics | Director | Prior (past 5 years) | Not disclosed |
Board Governance
- Independence: Board affirmatively determined Collins is independent under Nasdaq standards .
- Attendance: Each director met at least 75% attendance for Board and relevant committees in 2024; the Board met six times .
- Committees: Collins is a member of the Compensation Committee; not on Audit or Nominating & Corporate Governance .
| Committee | Membership | Chair | Meetings in FY2024 |
|---|---|---|---|
| Audit | Not a member | Will Brooke | 4 |
| Compensation | Member | Rekha Hemrajani | 5 |
| Nominating & Corporate Governance | Not a member | Patrick Balthrop (Chair) and Richard Douglas on committee | Not disclosed |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $10,253 | Reflects partial-year service from October 2024 |
| Board/Committee Cash Retainer Schedule | Board Chair $80,000; Board Member $40,000; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; N&CG Chair $10,000; N&CG Member $5,000; Transaction Committee Member $10,000 | Annual cash retainers; members receive either chair or member fee, not both |
Performance Compensation
- Director equity policy: Non-employee directors receive annual options and RSUs under the 2022 Plan; Collins received new director grants on appointment (Oct 2024) and subsequent annual equity (June 2025) .
- Clawbacks: Awards under the 2022 Plan are subject to the Company’s recoupment policy adopted in Nov 2023 (Exchange Act Section 10D, Nasdaq Rule 5608) .
- Non-employee director compensation cap: $900,000 per fiscal year; $1,400,000 in a first-year appointment (grant-date fair value basis) .
| Grant/Value | Date | Type | Shares/Units | Price/Fair Value | Vesting/Notes |
|---|---|---|---|---|---|
| Director Stock Awards (fair value) | 2024 | RSUs | $199,998 (fair value) | ASC 718 | Grant-date fair value basis |
| Director Option Awards (fair value) | 2024 | Options | $199,715 (fair value) | ASC 718 (Black-Scholes) | Grant-date fair value basis |
| New Director Grant | Oct 2024 | Options | 97,698 | $3.87 | Form 4 award; appointment grant |
| New Director Grant | Oct 2024 | RSUs | 51,679 | $0 | Form 4 award; appointment grant |
| Annual Director Equity | Jun 2025 | Options | 50,790 | $2.11 | Form 4 award |
| Annual Director Equity | Jun 2025 | RSUs | 29,210 | $0 | Form 4 award |
Performance metrics linkage (directors vs executives):
- Directors: No performance-based metrics disclosed for director compensation; equity awards are options/RSUs without stated performance hurdles .
- Executives (context): PSUs introduced in 2024 vest based on a three-year revenue goal (Jan 1, 2024–Dec 31, 2026) with 75%–125% payout, zero vesting if threshold not achieved (applies to NEOs, not directors) .
| Metric (Executives) | Period | Target Type | Payout Range |
|---|---|---|---|
| Revenue goal | 2024–2026 | Pre-set revenue target | 75%–125% of target PSUs; 0% if threshold not met |
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Notes |
|---|---|---|
| Codexis, Inc.; Certara; DermTech | Director | Current public-company boards noted; no related-party transactions disclosed with MaxCyte |
| Alanis Therapeutics; Nutcracker Therapeutics; Draper Laboratories | Director (Nutcracker also Executive Chair & interim CEO) | Executive role at Nutcracker since Feb 2025; monitor for any business interactions; none disclosed |
| Alliance for mRNA Medicines | Board member | Industry association role |
Expertise & Qualifications
- Deep operating and governance experience in cell therapy, genetic medicine, diagnostics; CEO/GM roles across public and private healthcare firms .
- Education: B.S. microbiology (UIUC), MBA (Chicago Booth) .
- Independent director under Nasdaq; committee experience on compensation oversight .
Equity Ownership
- Beneficial ownership (as of April 22, 2025): The Security Ownership table lists “Cynthia Collins” with no shares reported under SEC rules for beneficial ownership within 60 days; all directors’ percentages are under 1% .
- Outstanding director awards at 12/31/2024: Options 97,698; RSUs 51,679 .
| Ownership Detail | Amount | Date/As of |
|---|---|---|
| Beneficially owned shares | — | April 22, 2025 (SEC table) |
| Options outstanding | 97,698 | Dec 31, 2024 |
| RSUs outstanding | 51,679 | Dec 31, 2024 |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Security | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| Oct 14, 2024 | Oct 16, 2024 | Award | Stock Option (right to buy) | 97,698 | $3.87 | Options 97,698 | |
| Oct 14, 2024 | Oct 16, 2024 | Award | Common Stock (RSUs) | 51,679 | $0 | Common 51,679 | |
| Jun 18, 2025 | Jun 23, 2025 | Award | Stock Option (right to buy) | 50,790 | $2.11 | Options 50,790 | |
| Jun 18, 2025 | Jun 23, 2025 | Award | Common Stock (RSUs/DSUs) | 29,210 | $0 | Common 80,889 |
Governance Assessment
- Independence and attendance: Affirmatively independent; met attendance threshold; adds seasoned biotech governance and comp oversight expertise—positive for board effectiveness .
- Compensation structure: Director pay is balanced (cash + equity), well below the first-year cap ($1.4M) and ongoing cap ($900k); clawback policy applies to equity awards—alignment positive .
- Committee role: As a Compensation Committee member, contributes to pay-for-performance and oversight of executive plans, severance, change-of-control protections—important for investor confidence .
- Ownership alignment: Form 4 shows accumulating director equity grants; security ownership table shows no beneficial ownership within 60 days as of record date; monitor future RSU vesting and option exercisability to track alignment .
- Related parties: No related-party transactions disclosed involving Collins; only a consulting arrangement with another director (Balthrop) was disclosed and capped—no Collins-specific conflicts identified .
- RED FLAG: Hedging policy—Company states it does not currently have any practices/policies regarding hedging or offsetting declines in equity value; many institutional investors expect explicit prohibitions—governance risk to monitor .
- Shareholder support context: 2025 Annual Meeting proposals (equity plan amendment, AIM delisting) were approved with strong support—signals investor alignment with governance agenda (broader context) .