Patrick Balthrop
About Patrick J. Balthrop
Independent director at MaxCyte since 2022; age 68. Former President/CEO and director of Luminex Corporation (2004–2014), prior leadership at Fisher Healthcare (2002–2004) and >20 years at Abbott Laboratories (incl. head of Abbott Vascular; Corporate VP, Worldwide Ops, Abbott Diagnostics). Education: B.S. Biology, Spring Hill College; MBA, Kellogg School of Management, Northwestern University . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luminex Corporation (public) | President, CEO, Director | 2004–2014 | Led life science tools/molecular diagnostics company |
| Fisher Healthcare (Thermo Fisher division) | President | 2002–2004 | Business leadership in diagnostics tools |
| Abbott Laboratories | Multiple senior roles incl. Head of Abbott Vascular; Corporate VP, Ops for Abbott Diagnostics | >20 years | Global operations leadership |
External Roles
| Organization | Type | Role | Timeframe |
|---|---|---|---|
| Agendia, Inc. | Private life sciences | Chairman of the Board | Current |
| Discovery Life Sciences | Private life sciences | Chairman of the Board | Current |
| Ascential Technologies | Private CRDMO | Director | Current |
| Pattern Biosciences | Private life sciences | Director | Current |
| Apalachee Ventures, LLC | Investment/advisory | Founder & Principal | Since 2015 |
| Water Street Healthcare Partners | Private equity | Executive Adviser | Current |
| Oxford Immunotec Global PLC | Public diagnostics | Director; Chairman | Director to Mar 2021; Chairman Jun 2019–Mar 2021 |
| Personalis, Inc. | Public cancer genomics | Director | 2015–Mar 2021 |
Board Governance
- Committee assignments (2024 activity and chairs):
- Nominating & Corporate Governance Committee: Member and Chair (Balthrop); committee met 3 times in FY2024 .
- Not a member of the Audit or Compensation Committees per 2025 proxy committee matrix .
- Attendance/engagement: Board met 6 times in FY2024; each director attended at least 75% of Board and applicable committee meetings .
- Independence: Board deems Balthrop independent under Nasdaq standards .
- Board leadership: Independent Chairman (Richard Douglas) separates chair/CEO roles .
- Compensation Committee uses independent consultant (Pearl Meyer) for executive and director pay; meets in executive session; 5 meetings in FY2024 .
Fixed Compensation
2024 non-employee director compensation for Patrick J. Balthrop:
| Component | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $55,000 |
| Stock awards (RSUs) – grant date fair value | $99,998 |
| Option awards – grant date fair value | $99,989 |
| Total | $254,987 |
Director cash retainer schedule (policy):
| Position | Annual Cash Retainer (USD) |
|---|---|
| Board Chair | $80,000 |
| Board Member | $40,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chair | $15,000 |
| Compensation Committee Member | $7,500 |
| Nominating & Corporate Governance Committee Chair | $10,000 |
| Nominating & Corporate Governance Committee Member | $5,000 |
| Transaction Committee Member | $10,000 |
Notes:
- Cash plus equity cap for any non-employee director: $900,000 per fiscal year ($1,400,000 in first-year appointment), per plan limit .
Performance Compensation
Annual director equity program (June 2024 grants):
- Standard grant at 2024 Annual Meeting to each then-serving non-employee director: 40,701 options and 21,367 RSUs .
- New director (Cynthia Collins) appointed Oct 2024 received 97,698 options and 51,679 RSUs .
- Plan includes minimum 12-month vesting for awards (with limited 5% carveout) and clawback compliance with SEC/Nasdaq rules (Rule 10D-1/Nasdaq 5608) .
Balthrop – 2024 year-end outstanding awards:
| Award Type | Outstanding Quantity |
|---|---|
| Stock options outstanding | 190,701 |
| RSUs outstanding | 21,367 |
Vesting safeguards:
- No option/SAR repricing without stockholder approval; no discounted options; dividend restrictions on unvested awards; clawback policy applies .
Other Directorships & Interlocks
| Company | Relationship to MXCT | Potential Interlock/Conflict |
|---|---|---|
| Agendia, Discovery Life Sciences, Ascential Technologies, Pattern Biosciences (private) | External boards | No related-party transactions disclosed with MXCT . |
| Water Street Healthcare Partners | Executive Adviser | No related-party transactions disclosed with MXCT . |
| Oxford Immunotec Global PLC; Personalis, Inc. (former public boards) | Prior service | Historical only; ended 2021 . |
Expertise & Qualifications
- 30+ years in diagnostics/life science tools/medical devices, including CEO-level P&L leadership (Luminex) and large-cap operating roles (Abbott) .
- Capital allocation and strategic M&A exposure across multiple companies; current advisory roles indicate sector network depth .
- Education: BS Biology; MBA (Kellogg) .
Equity Ownership
As of the record date April 22, 2025:
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition detail |
|---|---|---|---|
| Patrick J. Balthrop | 195,401 | <1% | Includes 174,034 options exercisable within 60 days and 21,367 RSUs vesting by June 21, 2025 . |
Company hedging/pledging posture:
- Company states it does not currently have practices or policies regarding hedging or offsetting decreases in the market value of equity securities .
Governance Assessment
Strengths
- Independent director; chairs Nominating & Corporate Governance Committee; Board confirms independence despite outside activities .
- High equity component in director pay (RSUs and options) aligns incentives with shareholders; 2024 equity grant values for Balthrop totaled $199,987 vs. $55,000 cash .
- Robust equity plan governance: no repricing without shareholder approval; minimum vesting; director pay cap; clawback policy aligned with SEC/Nasdaq .
- Engagement: Board/committee activity with ≥75% attendance; N&CG met 3 times in FY2024 under his chairmanship .
Risk indicators and potential red flags
- Related-party consulting: Apalachee Ventures (Balthrop’s firm) provided executive advisory services to MaxCyte in 2024 (daily fee $6,000, up to 25 days; max $150,000). Approximately $102,000 was paid; agreement expired Dec 31, 2024. While reviewed under the related-person transaction policy, such arrangements can raise perceived conflicts for an “independent” director and should be scrutinized for future recurrence .
- Lack of anti-hedging policy: Company states no current practices/policies regarding hedging; many governance frameworks favor explicit anti-hedging/anti-pledging prohibitions to ensure alignment .
Related-party policy context
- Company requires Board or Audit Committee approval for related-person transactions >$120,000 and applies AIM-related party standards as applicable. The Apalachee agreement was disclosed under this policy framework .
Director compensation process
- Compensation Committee engages independent consultant (Pearl Meyer) and oversees director compensation recommendations; meets in executive session, indicating process rigor .