Richard Douglas
About Richard Douglas
Richard Douglas, PhD (age 72), has served on MaxCyte’s Board since 2018 and as independent Non‑Executive Chairman since October 2021. He previously led corporate development at Genzyme (1989–2011) and held science and corporate development roles at Integrated Genetics prior to Genzyme’s acquisition. He holds a B.S. in Chemistry from the University of Michigan and a Ph.D. in Biochemistry from UC Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genzyme Corporation | Senior VP, Corporate Development | 1989–2011 | Led corporate development through Sanofi acquisition |
| Integrated Genetics | Science & Corporate Development | pre-1989 | Pre‑acquisition roles aligned to Genzyme integration |
| RedSky Partners | Adviser | 2011–present | Biotechnology advisory |
| Labyrinth Choir, Inc. | Executive Director | 2011–present | Executive leadership |
External Roles
| Company | Role | Tenure/Notes |
|---|---|---|
| Aldeyra Therapeutics, Inc. | Chairman | Board member since 2016 |
| Novavax, Inc. | Director | Board member since 2010 |
Board Governance
- Independent status: Board affirmed Dr. Douglas is independent under Nasdaq standards .
- Board leadership: Serves as independent Chairman; sets agendas and presides over meetings, including sessions of independent directors, reinforcing oversight independence .
- Committee memberships: N&CG Committee member; the 2025 N&CG Committee is Douglas, Erck, Balthrop (Chair) . 2024 N&CG Committee was Mandell (Chair), Erck, Balthrop, Douglas .
- Audit/Compensation Committees: Not listed as member; Audit (Brooke—Chair, Johnston, Al‑Wakeel) and Compensation (Hemrajani—Chair; Brooke, Erck, Collins) .
- Attendance: Board met 6 times in FY2024; each director attended ≥75% of Board and committee meetings; Douglas attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount/Policy |
|---|---|
| Board Chair annual cash retainer | $80,000 |
| Board Member annual cash retainer | $40,000 |
| Audit Committee: Chair/Member | $20,000 / $10,000 |
| Compensation Committee: Chair/Member | $15,000 / $7,500 |
| N&CG Committee: Chair/Member | $10,000 / $5,000 |
| Douglas – 2024 Cash Fees Earned | $90,000 |
Performance Compensation
| Grant Year | Award Type | Shares/Options | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|
| 2024 (June) | RSUs | 21,367 | 99,998 | Non-employee director annual RSU grant |
| 2024 (June) | Options | 40,701 | 99,989 | Option grant alongside RSUs; exercise price at FMV |
| 2025 (June 18) | RSUs/Common Stock | 29,210 | — | Director award; Form 4 shows “Common Stock” acquisition (no price) |
| 2025 (June 18) | Options | 50,790 | — | Director option grant; exercise price $2.11 |
- Design: Director equity is time-based (RSUs) and options struck at FMV; no director PSUs disclosed. The 2022 Plan prohibits option repricing without shareholder approval, sets minimum 12‑month vesting (5% basket exception), and restricts dividends until vesting; change-in-control acceleration applies if awards are not assumed, with performance awards at target .
Other Directorships & Interlocks
| Relationship | Details |
|---|---|
| Novavax sublease (historical) | MaxCyte subleased ~19,000 sq. ft. from Novavax; agreement terminated June 2022 (Douglas sits on Novavax board) . No ongoing related transactions disclosed after termination. |
Expertise & Qualifications
- Biopharma corporate development leadership (Genzyme) and scientific background .
- Long-standing public company board experience (Aldeyra chairman; Novavax director) .
- Technical credentials: Chemistry (Michigan), Biochemistry PhD (UC Berkeley) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 370,151 (includes 100,000 common shares; 248,784 options exercisable within 60 days; 21,367 RSUs vesting by June 21, 2025) |
| Shares outstanding (record date) | 106,313,718 |
| Ownership as % of outstanding | ~0.35% (370,151 ÷ 106,313,718 ) |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-08-13 | 2025-08-13 | Purchase (P) | 80,000 | 1.388 | 230,577 | |
| 2025-06-23 | 2025-06-18 | Award (A) – Common Stock | 29,210 | 0.00 | 150,577 | |
| 2025-06-23 | 2025-06-18 | Award (A) – Options | 50,790 | 2.11 | 50,790 | |
| 2024-06-13 | 2024-06-11 | Award (A) – RSUs | 21,367 | 0.00 | 121,367 | |
| 2024-06-13 | 2024-06-11 | Award (A) – Options | 40,701 | 4.68 | 40,701 |
Governance Assessment
-
Strengths:
- Independent Chair governance model; clear separation from CEO role, enhancing oversight .
- Compensation governance features: no option repricing without shareholder approval; minimum vesting; clawback policy adopted Nov 2023 under SEC/Nasdaq rules .
- Documented committee independence across Audit, Compensation, and N&CG; use of independent compensation consultants (Pearl Meyer) .
- Consistent meeting attendance (≥75%); Douglas present at the annual meeting, indicating engagement .
-
Alignment & incentives:
- Director compensation combines cash with equity (RSUs and options); 2024 mix included both RSUs (21,367) and options (40,701), supporting skin-in-the-game via time-based vesting and market-priced options .
- Additional open-market purchase of 80,000 shares in August 2025 at $1.388 indicates personal capital at risk during a low share price period .
-
RED FLAGS / Watch items:
- Hedging policy: Company discloses it does not currently have practices/policies restricting hedging or offsetting declines in equity value, which can weaken alignment if insiders hedge exposure .
- Historic related-party exposure: Prior Novavax sublease while Douglas sits on Novavax’s board (terminated June 2022). No current RPTs disclosed, but continued Novavax board service warrants ongoing monitoring of transactions .
- Non‑employee director compensation cap exists ($900k, $1.4m first‑year), mitigating inflation risk, but continued large equity pools and burn rate (company-wide) require shareholder oversight on dilution trends .
Director Compensation – Year-over-Year
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 | $90,000 |
| RSU Awards ($) | — | $99,998 |
| Option Awards ($) | $110,494 | $99,989 |
| Total ($) | $190,494 | $289,987 |
Notes: Introduction of RSUs for directors began in 2024 (21,367 RSUs), alongside option grants, shifting mix toward time-based equity versus options‑only in 2023 .
Committee Assignments & Roles
| Committee | Membership | Chair |
|---|---|---|
| Nominating & Corporate Governance | Douglas, Erck, Balthrop | Balthrop (2025) |
| Audit | Al‑Wakeel, Brooke, Johnston | Brooke |
| Compensation | Hemrajani, Brooke, Erck, Collins | Hemrajani |
Related-Party Transactions Policy and Clawbacks
- RPT policy requires Board/Audit Committee approval for transactions >$120,000 with insiders and aims for arm’s‑length terms .
- Awards subject to recoupment under the company’s Incentive Compensation Recoupment Policy adopted November 2023; compliant with Exchange Act Rule 10D‑1/Nasdaq Listing Rule 5608 .
Attendance & Engagement
- Board met 6 times in FY2024; all directors met ≥75% attendance thresholds; Douglas attended the 2024 Annual Meeting .
Summary Implications for Investors
- Governance profile is strengthened by an independent Chair, transparent committee structures, and robust equity plan guardrails (no repricing, minimum vesting, clawbacks) .
- Alignment is supported by ongoing equity awards and an open‑market share purchase in 2025; absence of anti‑hedging policy is a notable gap to monitor .
- Historical Novavax sublease underscores need for continued RPT vigilance given Douglas’s external board role, though the arrangement was terminated in 2022 .