David Sandoval
About David Sandoval
David Sandoval, age 47, is Senior Vice President, General Counsel and Corporate Secretary of MaxCyte, Inc. (MXCT), a role he has held since February 2024; he joined MaxCyte in November 2023 as Senior Vice President, Legal and Deputy General Counsel . He previously served as Chief Legal/Compliance Officer at Leadiant Biosciences (2010–2023) and Assistant General Counsel/Assistant Compliance Officer at Enzon Pharmaceuticals (2007–2010); he is a member of the NY and NJ bars, holds a J.D. from NYU School of Law and a B.A. from Cornell University, and a Certificate in Business Administration from Georgetown . Company performance during his tenure reflects ongoing revenue declines and negative EBITDA and net income, providing context for incentive structures and alignment analysis.
Company financial context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $44.261M | $41.288M | $38.627M |
| EBITDA (USD) | -$24.663M* | -$44.128M | -$46.882M |
| Net Income (USD) | -$23.571M | -$37.923M | -$41.055M |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues (USD) | $8.693M | $10.390M | $8.507M | $6.829M |
| EBITDA (USD) | -$11.844M | -$11.199M | -$13.139M* | -$10.026M* |
| Net Income (USD) | -$10.597M* | -$10.261M | -$12.357M | -$12.416M |
Values with an asterisk were retrieved from S&P Global and may not carry explicit document citations.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leadiant Biosciences, Inc. | Head of Legal Affairs/Chief Legal Officer and Chief Compliance Officer | 2010–2023 | Led legal/compliance across rare disease portfolio; supported development/commercialization strategies |
| Enzon Pharmaceuticals, Inc. | Assistant General Counsel; Assistant Compliance Officer | 2007–2010 | Supported legal and compliance functions at a public biopharma company |
| Major U.S. Law Firms | Attorney | Early career | Foundation in complex corporate and regulatory matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Microbial, LLC | Advisory Board Member | Aug 2018–Sep 2021 | Advised probiotic startup on regulatory/market considerations |
| Cornell University | Guest Lecturer (Pharmaceutical Policy) | Various | Contributed to academic discourse; network building |
Fixed Compensation
- Not disclosed for Sandoval in the latest proxy; he is not a Named Executive Officer (NEO) in 2024 and no individual base/bonus amounts are provided .
Performance Compensation
- Structure (company-wide program): Executive officers are eligible for annual cash incentives; 2024 corporate goals included revenue, EBITDA, product development, manufacturing/engineering, corporate development, employee retention, and partnership licensing; NEO corporate goal achievement was assessed at 110%, with payouts in Q1 2025 . RSUs and PSUs were introduced in 2024 to increase performance-tied pay and retention, with PSUs linked to a three-year revenue target (2024–2026), vesting 75–125% of target based on performance; RSUs vest over four years (25% at year one, then annual installments) .
- Individual metrics/weightings/targets for Sandoval are not disclosed; the proxy’s detailed long-term award tables cover NEOs only .
2024 incentive design (company program, not individual to Sandoval)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (Revenue, EBITDA, product dev., mfg/eng., corp. dev., retention, licensing) | Not disclosed | Approved by Board | 110% achievement for NEO program | Cash incentives paid Q1’25 (NEOs) | N/A (annual cash) |
| PSUs (Revenue goal over 2024–2026) | N/A | Company revenue target (challenging but achievable) | Not disclosed intra-period | 75–125% of target possible | Service + performance through 12/31/2026 |
| RSUs | N/A | N/A | N/A | N/A | 25% at first vest date, then 3 equal annual installments (NEOs) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 64,219 shares after 3/18/2025 sale, per SEC Form 4 article |
| Ownership as % of shares outstanding | ~0.060% (64,219 / 106,313,718) |
| Insider sales (12 months) | 353 shares sold on 3/18/2025 at ~$3.1793 avg; sale was automatic to cover RSU withholding taxes (not discretionary); post-sale holding 64,219 shares |
| Pledging/Hedging | Company states it does not currently have practices or policies regarding hedging or offsetting decreases in market value of equity securities . No pledging disclosure noted in the proxy. |
| Equity plan and governance | 2022 Equity Incentive Plan with no evergreen; minimum 12-month vesting; no option/SAR repricing without shareholder approval; clawback policy adopted Nov 2023 under SEC/Nasdaq rules . |
Employment Terms
- Appointment/tenure: SVP, GC & Corporate Secretary since Feb 2024; SVP Legal & Deputy GC Nov 2023–Feb 2024 .
- Indemnification: Company provides indemnification to executive officers to the fullest extent permitted under Delaware law; individual indemnity agreements in place .
- Insider trading governance: Corporate Disclosure Code and Share Dealing Code govern insider transactions; processes designed for compliance with laws and Nasdaq standards .
- Change-in-control treatment (plan-level): If awards are not assumed/continued/substituted in a corporate transaction or change in control, unvested employee awards accelerate (performance awards vest at target) .
- Individual severance/change-of-control terms for Sandoval: Not disclosed in the proxy (Masoud’s terms are detailed; others not) .
Investment Implications
- Alignment: Sandoval’s ownership (~0.060%) is modest, though recent insider sale was for tax withholding on RSUs and not discretionary, reducing near-term selling pressure signals .
- Incentive structure: Company-wide introduction of PSUs tied to multi-year revenue targets increases pay-for-performance weighting for executives; while Sandoval’s individual grants are not disclosed, plan features (minimum vesting, no repricing, clawback) are favorable to governance and long-term alignment .
- Retention risk: Lack of disclosed individual severance terms for Sandoval limits visibility into retention economics; plan-level CIC acceleration if awards are not assumed mitigates risk in transactional scenarios .
- Performance execution backdrop: Declining revenues and negative EBITDA/net income through FY 2024 and into 2025 increase focus on operational turnaround; legal/compliance leadership is critical amid strategic licensing, restructuring, and AIM delisting governance transitions .