John Johnston
About John Johnston
John Johnston, age 66, has served as an independent director of MaxCyte, Inc. (MXCT) since 2016. He is a veteran UK investment professional who founded Revera Asset Management and held senior roles in institutional sales, trading and asset management; he holds a B.A. in commerce from Abertay University and an M.B.A. from the University of Dundee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nomura Code Securities Ltd | Managing Director, Institutional Sales | 2011–2013 | Senior sales leadership |
| Seymour Pierce (investment bank) | Director of Sales & Trading | 2008–2011 | Led sales/trading franchise |
| Revera Asset Management | Founder; oversaw investment trust, unit trust, hedge fund | 2003–2007 | Launched and ran funds platform |
| Royal Bank of Scotland; Legg Mason Investors; Murray Johnstone | Investment roles (earlier career) | Not disclosed | Buy- and sell-side experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Midatech Pharma plc (now Biodexa Pharmaceuticals plc) | Non-Executive Director | Within past five years (ended prior to 2025) | Public company board experience |
Board Governance
- Independence: The Board affirmatively determined Johnston is independent under Nasdaq standards .
- Committee assignments (2024): Audit Committee member; the committee met 4 times in 2024; chair is Will Brooke .
- Board structure: Independent Chair (Richard Douglas); CEO and Chair roles are separated .
- Attendance and engagement: The Board met six times in 2024; each director attended ≥75% of Board and committee meetings on which they served. Johnston attended the 2024 annual meeting of stockholders .
Fixed Compensation (Non-Employee Director)
| Component (Policy) | Annual Amount | Source |
|---|---|---|
| Board retainer – Member | $40,000 | |
| Audit Committee – Member | $10,000 | |
| Audit Committee – Chair (for reference) | $20,000 | |
| Compensation Committee – Member (for reference) | $7,500 | |
| Nominating & Corporate Governance – Member (for reference) | $5,000 |
| John Johnston – 2024 Cash Fees | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $50,000 | Aligned with $40k Board retainer + $10k Audit member fee |
Performance Compensation (Equity)
| John Johnston – 2024 Equity Grants | Count/Value | Notes |
|---|---|---|
| RSU grant (June 2024 annual meeting cohort) | 21,367 units | Standard director grant at 2024 annual meeting |
| Option grant (June 2024 annual meeting cohort) | 40,701 options | Standard director grant at 2024 annual meeting |
| 2024 stock awards grant date fair value | $99,998 | ASC 718 fair value |
| 2024 option awards grant date fair value | $99,989 | ASC 718 fair value |
| Total 2024 director compensation (cash + equity) | $249,987 | Cash $50,000; Stock $99,998; Options $99,989 |
- Plan features and safeguards: Director compensation is capped at $900,000 per fiscal year ($1.4m in first year if newly appointed). Awards are subject to the company’s recoupment (clawback) policy adopted in November 2023; minimum vesting generally at least 12 months (5% carve-out) .
Performance metrics tied to director equity: None disclosed for non-employee director awards (RSUs/options are time-based; no TSR/financial metric linkage disclosed) .
Other Directorships & Interlocks
- Public company boards: Former NED at Midatech Pharma (now Biodexa) within past five years; no current external public company board roles disclosed .
- Interlocks with MXCT competitors/suppliers/customers: None disclosed .
- Related-party transactions: The proxy discloses a consulting agreement with Apalachee (linked to director Patrick Balthrop); no Johnston-related transactions are disclosed. The Audit Committee (on which Johnston serves) reviews related-person transactions per policy .
Expertise & Qualifications
- Capital markets and sell-side leadership (institutional sales/trading), fund management founder-operator experience, and UK/European market perspective .
- Academic credentials in commerce and business (Abertay; Dundee) bolster finance literacy for Audit Committee service .
Equity Ownership
| Beneficial Ownership (as of April 22, 2025) | Amount | Details |
|---|---|---|
| Total beneficially owned | 313,451 | <1% of outstanding shares |
| Common stock owned directly | 120,583 | As disclosed |
| Options exercisable within 60 days (by June 21, 2025) | 171,501 | As disclosed |
| RSUs vesting by June 21, 2025 | 21,367 | As disclosed |
| Outstanding Director Equity (12/31/2024) | Amount |
|---|---|
| Options outstanding (aggregate) | 174,918 |
| RSUs outstanding | 21,367 |
- Hedging/pledging policies: The company states it does not currently have practices or policies regarding hedging or offsetting decreases in equity value; no pledge-specific policy is disclosed. No pledging by Johnston is disclosed in the proxy .
Governance Assessment
-
Strengths
- Independent director with deep capital markets experience; serves on Audit Committee alongside an independent Chair and an identified “financial expert” on the committee (Brooke), with the Board asserting all members of the Audit Committee are independent .
- Strong director pay governance: fixed cash retainers, standardized annual equity grants, formal cap on non-employee director compensation, and an exchange-compliant clawback policy covering equity awards .
- Attendance: Board-level disclosure indicates ≥75% meeting attendance for all directors in 2024; Johnston also attended the 2024 annual shareholder meeting, signaling engagement .
-
Watch items / potential red flags
- No explicit anti-hedging policy disclosed (company “does not currently have” hedging policies), which can weaken alignment safeguards; investors often prefer explicit prohibitions on hedging/pledging for directors .
- Related-party transaction sensitivity at the Board level (consulting agreement with another director’s firm, Apalachee, in 2024) underscores the importance of Audit/N&CG oversight; no Johnston involvement disclosed in that transaction .
-
Alignment and incentives
- Johnston’s 2024 compensation mix is primarily equity-based (approx. 80% equity by grant-date value), aligning economic outcomes with shareholder returns; cash fees of $50k reflect Board + Audit member retainers .
- Beneficial ownership includes vested options and time-based RSUs; ownership remains <1% of shares outstanding, which is typical for outside directors at companies of MXCT’s size .
Overall: Johnston appears to be an engaged, independent Audit Committee member with capital markets expertise and a standard director pay package emphasizing equity. The main governance gap for investors to monitor is the company’s lack of an explicit anti-hedging policy; otherwise, director compensation design and related-party oversight appear consistent with norms, with no Johnston-specific conflicts disclosed .