Douglas Swirsky
About Douglas Swirsky
Douglas Swirsky, age 55, has served as MaxCyte’s Chief Financial Officer since March 2023. He is a CPA (Maryland) and CFA charterholder, with prior roles spanning operating leadership (President/CEO) and investment banking across life sciences. He earned a B.S. in Business Administration from Boston University and an MBA from Northwestern University’s Kellogg School of Management . In 2024, annual bonuses for executives—including Swirsky—were tied to corporate goals encompassing revenue, EBITDA, product development/manufacturing/engineering, corporate development, employee retention, and partnership licensing, with payout set at 110% of target for all NEOs . MaxCyte’s hedging policy states the company does not currently have practices or policies regarding hedging its equity securities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AavantiBio, Inc. | CFO & Treasurer; earlier Interim President & Director | Feb 2021–Dec 2022; Interim President from May 2020 | Finance leadership preceding acquisition by Solid Biosciences (Dec 2022) |
| Rexahn Pharmaceuticals, Inc. | President, CEO, Director | Nov 2018–Nov 2020 | Led Rexahn’s merger with Ocuphire Pharma (Nov 2020) |
| GenVec, Inc. | CFO; later President & CEO | CFO: 2006–2013; CEO: 2013–2017 | Directed company through sale to Intrexon (now Precigen) in 2017 |
| Stifel Nicolaus / Legg Mason | Head of Life Sciences IB; IB roles | 2005–2006; 2002–2005 | Built capital markets advisory across biotech/tools |
| UBS, PaineWebber, Morgan Stanley | Investment banking roles | Not disclosed | Life sciences coverage and execution experience |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Cellectar Biosciences, Inc. | Chairman of the Board | Current | Public company chair |
| NeuroBo Pharmaceuticals, Inc. | Director | Within last 5 years | Prior public board service |
| Pernix Therapeutics; Fibrocell Science | Director | Prior | Additional prior public board service (disclosed 2024) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $326,129 | $460,000 |
| Target Bonus (%) | 45% of base | 45% of base |
| Actual Bonus Paid ($) | $161,500 | $224,078 |
| All Other Compensation ($) | $17,382 | $16,479 |
| Total Compensation ($) | $1,189,934 | $1,686,574 |
| Bonus Metrics | Revenue, EBITDA, product dev/manufacturing/engineering, partnership licensing | Revenue, EBITDA, product dev/manufacturing/engineering, corporate development, employee retention, partnership licensing |
| % Achievement | 92% | 110% |
Performance Compensation
2024 Equity Awards Detail
| Instrument | Grant Date | Shares/Units | Exercise Price | Vesting Schedule | Performance Metric |
|---|---|---|---|---|---|
| Stock Options | Mar 15, 2024 | 225,000 | $4.31 | 25% on first anniversary; remainder in 36 equal monthly installments | N/A |
| RSUs | Mar 15, 2024 | 81,250 | N/A | 25% on Mar 15, 2025; remainder in three equal annual installments | Time-based |
| PSUs (Target) | Mar 15, 2024 | 31,250 | N/A | Performance period Jan 1, 2024–Dec 31, 2026; 75%–125% vesting range; no vest below threshold | Revenue (3-year target) |
Aggregate fair value of 2024 stock awards (RSUs + PSUs) for Swirsky was $484,875, with option award fair value $501,142 .
Outstanding & Exercisable (as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock Options (Mar 27, 2023) | 153,125 | 196,875 | $4.11 | 03/27/2033 |
| Stock Options (Mar 15, 2024) | — | 225,000 | $4.31 | 03/14/2034 |
| RSUs (Mar 15, 2024) | — | 81,250 | N/A | N/A |
| PSUs (Mar 15, 2024) | — | 31,250 | N/A | N/A |
Equity Ownership & Alignment
| Snapshot (Record Date: Apr 22, 2025) | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 259,895 (all from options exercisable within 60 days) |
| Ownership % of Outstanding | <1% |
| Exercisable vs Unexercisable (12/31/2024) | 153,125 exercisable; 421,875 unexercisable options |
| RSUs Outstanding (12/31/2024) | 81,250 (time-based; initial vest 3/15/2025) |
| PSUs Outstanding (Target) | 31,250 (2024–2026 revenue target) |
| Hedging/Pledging | No hedging policy; pledging not disclosed |
| Clawback | Awards subject to recoupment per Incentive Compensation Recoupment Policy (Nov 2023) |
Insider selling pressure: Form 4 transaction data could not be retrieved due to a system authorization error; monitor vest dates (first major on Mar 15, 2025; options then monthly) for potential tax-withholding (F) sales and discretionary selling cadence.
Employment Terms
| Provision | Non-Change-in-Control Termination | Change-in-Control (CoC) Termination |
|---|---|---|
| Trigger | Terminated other than for “cause” or resigns for “good reason” | Same trigger within CoC window |
| CoC Window | N/A | 3 months prior to CoC through 24 months post-CoC (amended Mar 10, 2025) |
| Salary Continuation | 9 months (monthly installments; offsets for STD/LTD) | 12 months (monthly installments) |
| Bonus | None | 100% of target bonus paid over 9 months (legacy); amended to 12 installments overall severance; equity awards expanded to include all (PSUs deemed target) |
| COBRA | Up to 9 months | Up to 9 months |
| Equity Vesting | If term occurs within 180 days prior to CoC, full option acceleration (legacy) | Full acceleration of outstanding equity awards; PSUs deemed target (amended 2025) |
| 2025 Amendments | Eliminates 180-day pre-CoC acceleration; expands equity protections; sets 12-installment severance payment for CoC events |
Related plan mechanics: If employee awards are not assumed/continued/substituted in a transaction, unassumed employee awards accelerate in full, with performance awards deemed target at the effective time .
Compensation Structure Notes
- 2024 introduced RSUs and PSUs to increase pay-at-risk and retention elements alongside existing options; PSU metrics are revenue-based over a 3-year period (75–125% payout) .
- Annual incentive targets for Swirsky are 45% of base salary; 2024 corporate goal achievement was 110%, 2023 was 92% .
- Equity plan governance: repricing prohibited without shareholder approval; minimum 12-month vest requirement (with limited 5% pool exceptions); dividend restrictions prior to vest; non-employee director comp cap .
Investment Implications
- Alignment and incentives: The CFO’s incentives are meaningfully tied to revenue and EBITDA through annual bonuses and multi-year revenue PSUs, reinforcing focus on revenue quality and operating discipline. 2024 PSU structure and 110% bonus payout indicate stronger emphasis on operational execution .
- Retention vs selling pressure: First vest cliffs on Mar 15, 2025 (options/RSUs) create potential for tax-withholding sales and liquidity events; monitor post-vesting Form 4s to gauge discretionary selling behavior (Form 4 data unavailable in this session) .
- Transaction sensitivity: Amended severance accelerates all outstanding equity (PSUs at target) under CoC and extends cash protections, implying meaningful value transfer in strategic transactions—beneficial for retention, but creates potential windfalls in change-of-control scenarios .
- Governance safeguards: Clawback policy (Nov 2023) and equity plan guardrails (no repricing; 12-month minimum vesting) mitigate shareholder-unfriendly practices; however, no hedging policy is in place and pledging is not disclosed, a mild alignment gap to monitor .
Compensation benchmarking: The Compensation Committee engaged Pearl Meyer to refine strategy and build comparative analyses; peer group composition and target percentile are not disclosed, limiting external pay benchmarking precision for investors .