Rekha Hemrajani
About Rekha Hemrajani
Independent director of MaxCyte since 2021; age 55. Former CEO of Jiya Acquisition Corp (SPAC) and Aravive, with prior CFO/COO roles across Arcus Biosciences, FLX Bio (now RAPT), and 3-V Biosciences; founder of Ravinia Consulting. Education: B.S. in Economics and Computer Science (University of Michigan) and MBA (Kellogg, Northwestern), positioning her as a financially sophisticated biotech operator . The Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jiya Acquisition Corporation | Chief Executive Officer and Director | Aug 2020 – Nov 2022 | — |
| Aravive, Inc. | President & Chief Executive Officer and Director | Jan 2020 – Apr 2020 | — |
| Arcus Biosciences | Chief Operating Officer & Chief Financial Officer | Mar 2019 – Sep 2019 | — |
| FLX Bio, Inc. (now RAPT Therapeutics) | Chief Operating Officer | 2016 – Mar 2019 | — |
| 3-V Biosciences, Inc. (now Sagimet Biosciences) | Chief Financial Officer & SVP, Business & Financial Operations | 2015 – 2016 | — |
| Ravinia Consulting | Founder/Advisor | 2013 – 2015 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ALX Oncology Holdings Inc. | Director | Current | Public company |
| BioAge Labs | Director | Current | Public company |
| Adverum Biotechnologies, Inc. | Director | Within past 5 years | Public company |
| Jiya Acquisition Corp | Director | Aug 2020 – Nov 2022 | Public company |
Board Governance
- Committee assignments: Chair, Compensation Committee (members: Will Brooke, Stanley Erck, Rekha Hemrajani, Cynthia Collins; 5 meetings in FY2024) .
- Audit Committee: Al‑Wakeel, Brooke (Chair), Johnston; 4 meetings in FY2024 .
- Nominating & Corporate Governance Committee: Douglas, Erck, Balthrop (Chair); 3 meetings in FY2024 .
- Independence: Board deems Hemrajani independent under Nasdaq rules .
- Attendance: Board met 6 times in FY2024; each director attended ≥75% of Board and committee meetings; Hemrajani attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $65,000 | Reflects Board and committee retainers |
| Standard Director Cash Retainers | Board Chair: $80,000; Board Member: $40,000; Audit Chair: $20,000; Audit Member: $10,000; Compensation Chair: $15,000; Compensation Member: $7,500; N&CG Chair: $10,000; N&CG Member: $5,000; Transaction Committee Member: $10,000 | Company-wide schedule |
Performance Compensation
| Component | Grant/Units | Grant-Date Fair Value ($) | Terms/Notes |
|---|---|---|---|
| RSUs (2024 director grant) | 21,367 units | $99,998 | Granted at June 2024 annual meeting to each then-serving non-employee director |
| Stock Options (2024 director grant) | Option to purchase 40,701 shares | $99,989 | Granted at June 2024 annual meeting; exercise price per grant practices at FMV |
Performance metric framework overseen by Hemrajani (as Compensation Chair) for executives:
- Annual incentive metrics used in 2024: revenue, EBITDA, and targets for product development, manufacturing/engineering, corporate development, employee retention, and partnership licensing; Committee determined 110% achievement for 2024 payouts .
- PSUs introduced in 2024: revenue performance over Jan 1, 2024–Dec 31, 2026; vesting range 75%–125% of target, no vesting below threshold .
Other Directorships & Interlocks
| Entity | Relationship to MXCT | Interlock/Conflict |
|---|---|---|
| ALX Oncology; BioAge Labs; Adverum; Jiya Acquisition | External boards held/previously held by Hemrajani | No related-person transactions involving Hemrajani disclosed; Board disclosed a 2024 consulting agreement with Apalachee (Director Balthrop’s firm) capped at $150,000 (approx. $102,000 paid) . |
Expertise & Qualifications
- Financial and operational leadership across biotech; CEO, CFO, COO roles at public and private companies .
- Education: B.S. in Economics & Computer Science (University of Michigan); MBA (Kellogg) .
- Board service breadth across multiple biopharma organizations .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Vested/Exercisable | Unvested/To Vest |
|---|---|---|---|---|
| Rekha Hemrajani | 269,251 | <1% | 247,884 options exercisable as of June 21, 2025 | 21,367 RSUs vesting by June 21, 2025 |
| Shares Outstanding Reference | 106,313,718 | — | — | — |
Outstanding director equity positions (as of Dec 31, 2024):
- Options: 248,301; RSUs: 21,367 .
Governance Assessment
- Strengths: Independent director with deep finance/operator background; chairs Compensation Committee (5 meetings in 2024), indicating active engagement; Board and committee attendance strong (≥75%); equity awards to directors align interests; company has a clawback policy compliant with SEC/Nasdaq (Nov 2023) .
- Potential concerns and red flags:
- Hedging policy: Company states it does not currently have practices or policies regarding hedging/offsetting decreases in market value, a governance gap versus best practice anti-hedging policies (RED FLAG) .
- Related-party exposure: While no transactions disclosed for Hemrajani, Apalachee consulting arrangement tied to another director was used in 2024; appropriately disclosed and capped, but warrants continued monitoring .
- Director pay scale: Equity plus cash within company’s formal non-employee director annual cap ($900,000; $1,400,000 for first-year appointments), which is good practice but continued oversight is prudent .
Overall, Hemrajani’s independence, financial acumen, and committee leadership support board effectiveness; monitor hedging policy evolution and any future related-party situations to maintain investor confidence .