Maher Masoud
About Maher Masoud
Maher Masoud, age 50, became President, Chief Executive Officer, and Director of MaxCyte effective January 1, 2024, after serving as EVP, Head of Global Business Development and Chief Counsel (2020–2024), VP of Legal (2017–2020), and Corporate Secretary (2021–2023). He previously held legal and operational roles at Human Genome Sciences (until its acquisition by GSK in August 2012), Wellstat, and Glen Research; he holds a JD from Michigan State University College of Law and a BS in cell/molecular biology and genetics from the University of Maryland . In 2024, corporate goals for annual bonuses included revenue, EBITDA, and operational milestones; MaxCyte assessed 110% achievement, and Masoud earned a $389,400 cash incentive (60% target bonus rate on a $590,000 base) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MaxCyte | President & CEO; Director | Jan 2024–present | Leadership transition; introduced PSU-based long-term incentives tied to multi-year revenue |
| MaxCyte | EVP, Head of Global BD & Chief Counsel | Jan 2020–Jan 2024 | BD leadership; legal oversight supporting platform licensing growth |
| MaxCyte | VP of Legal | 2017–Jan 2020 | Built in-house legal function; governance framework |
| MaxCyte | Corporate Secretary | Jul 2021–Dec 2023 | Supported governance during dual Nasdaq/AIM listing period |
| Human Genome Sciences | Director & Corporate Counsel | until Aug 2012 | Supported global clinical trial legal activities; contributed to launches of Benlysta, Vistogard, Xuriden |
| Wellstat (life sciences holding co.) | Operational oversight of six subsidiaries | pre-2017 | Multi-entity operations and compliance leadership |
| Glen Research (Maravai company) | Research Associate | early career | Technical foundation in oligonucleotide chemistry |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MaxCyte Board of Directors | Director (Class I nominee in 2025) | Jan 2024–present | Not expected to be named to any board committees; first election by stockholders in 2025 |
- Board independence/leadership: Board has an independent Chairman (Richard Douglas); eight of nine directors are independent; Masoud (CEO) is not independent .
- Board meetings/attendance: Board met six times in FY2024; all directors attended ≥75% of meetings; Masoud attended the 2024 annual meeting .
- Committee structure: Audit (chair Will Brooke), Compensation (chair Rekha Hemrajani), Nominating & Corporate Governance (chair Patrick Balthrop); Masoud not listed on committees .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 450,000 | 590,000 |
| Target Bonus (% of Salary) | 45% | 60% |
| Actual Bonus Paid ($) | 186,600 | 389,400 |
- CEO promotion letter increased salary and target bonus effective Jan 1, 2024 .
Performance Compensation
2024 Long-Term Incentives (granted as CEO)
| Instrument | Grant Date | Quantity | Strike/Grant Value | Vesting Schedule | Performance Metric | Payout Range |
|---|---|---|---|---|---|---|
| Stock Options | Jan 3, 2024 | 400,000 | $4.42 exercise; $897,294 grant-date fair value | 25% at first anniversary, then monthly over 36 months | N/A | N/A |
| PSUs (target) | Mar 2024 | 400,000 | Included in 2024 stock awards ($1,724,000 total RSU/PSU value) | Service through 2024–2026 performance period | Company revenue (three-year target, undisclosed) | 75%–125% of target if threshold achieved |
- Equity grant timing and MNPI: The Jan 3, 2024 option grant occurred four business days before an 8‑K with preliminary FY2023 results (filed Jan 8, 2024); reported post-disclosure price change was 13.5% in the SEC-required table .
- LTIP design changes: In 2024, MaxCyte introduced PSUs tied to multi-year revenue to increase performance linkage; RSUs were used for other NEOs to enhance retention .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 814,617 shares; less than 1% of shares outstanding |
| Composition | 100,000 common shares + 714,617 options exercisable within 60 days |
| Unvested Equity | 400,000 unexercisable options from Jan 2024 grant ; 400,000 target PSUs (2024–2026 revenue) |
| Pledging/Hedging | Company states no current practices or policies regarding hedging/offsetting decreases in stock value; no pledging disclosures identified |
Context on equity program dilution and supply:
- Overhang at Apr 22, 2025: 15,155,993 options outstanding (WAE $5.56, 6.7-yr remaining); 3,486,159 full-value awards; 3,638,173 shares available; 106,313,718 shares outstanding .
- Burn rate: 3.7% in 2024; 3.6% in 2023; 5.0% in 2022 .
- Plan protections: No repricing without stockholder approval; minimum 12-month vesting with limited exceptions; awards subject to clawback policy compliant with SEC Rule 10D-1/Nasdaq 5608 .
Employment Terms
| Provision | Terms |
|---|---|
| CEO Promotion Letter | Salary to $590,000; target bonus to 60%; 400,000 option grant with standard vesting |
| Severance (No CIC) | 12 months base salary, paid monthly; COBRA premium coverage during severance period |
| Severance (CIC window) | 18 months base salary + 1.5x target bonus (greater of prior year actual, current year actual, or current year target), paid monthly over 18 months; COBRA coverage |
| Equity Acceleration | If Triggering Event occurs within 180 days prior to or 24 months following a change of control: all unvested stock options accelerate to be vested/exercisable at termination |
| Clawback | Awards subject to Amended and Restated Incentive Compensation Recoupment Policy (Nov 2023) |
Board Governance (Masoud as Director)
- Class I director nominee for a term through 2028 upon election; first time standing for stockholder election as CEO-director .
- Independent Chairman model; separation of Chair and CEO enhances oversight; Masoud is not considered independent .
- Committee roles: Not expected to serve on committees per appointment 8‑K; committees comprised of independent directors .
- Director compensation: As CEO, Masoud received no additional director compensation; non-employee directors received cash retainers and equity grants (options and RSUs) in 2024 .
Investment Implications
- Pay-for-performance alignment improved in 2024 via PSUs tied to three-year revenue, increasing at-risk compensation and multi-year execution focus; CEO annual bonus tied to revenue/EBITDA with 110% corporate goal achievement supports incentive credibility .
- Retention risk moderated by sizeable unvested equity (400,000 options and 400,000 target PSUs) plus double-trigger CIC protections; however, absence of explicit anti-hedging policy is a governance gap that could weaken alignment if executives hedge exposure .
- Potential insider selling pressure stems from option and RSU/PSU vesting cadence and overall equity overhang/burn rate across the company; plan features (no repricing, minimum vesting) and clawback mitigate shareholder risk, but sustained equity usage requires careful dilution management .
- Board structure with independent Chair and independent committees reduces dual-role concerns from CEO-director status; Masoud’s legal/BD background and prior product launch experience (Benlysta, Vistogard, Xuriden) indicate strong regulatory and commercial execution capability, supportive of value creation in platform licensing .