Stanley Erck
About Stanley C. Erck
Independent director of MaxCyte (MXCT) since 2005; Class II director with term continuing until the 2026 annual meeting. Age 77. Former President & CEO of Novavax (2011–Jan 2023) and long-time vaccine/life sciences operator. Education: B.S. Economics (University of Illinois) and MBA (University of Chicago) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novavax, Inc. | President & CEO; Director; Executive Chairman; Interim CFO | CEO 2011–Jan 2023; Director 2009–Jan 2023; Exec Chair 2010–2011; Interim CFO 2017–2018 | Led company from preclinical to global commercialization with first-year revenues >$2B |
| Iomai Corporation | President & CEO | 2000–2008 (acquired by Intercell AG in 2008) | Led vaccines/immune therapy developer |
| Procept; Integrated Genetics (now Sanofi Genzyme); Baxter International | Leadership positions | Prior to 2000 | Immunology/genetics/healthcare leadership roles |
External Roles
| Company/Institution | Role | Status/Years |
|---|---|---|
| Novavax, Inc. | Director | 2009–Jan 2023 (former) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirms Erck is independent under Nasdaq rules |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee Chairs | None (not a chair) |
| Board Attendance | Board met 6 times in 2024; each director attended ≥75% of Board/committee meetings |
| Board Structure | Independent Chairman (Richard Douglas) |
| Tenure on MXCT Board | Director since 2005; Class II continuing to 2026 meeting |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $62,500 |
| Policy reference (non-employee director cash retainer) | Board member $40,000; Audit member $10,000; Compensation member $7,500; Nominating & Corporate Governance member $5,000; Committee chairs higher; Transaction Committee member $10,000 |
Performance Compensation
| Equity Award (2024) | Grant detail | Grant-date fair value |
|---|---|---|
| RSUs | Standard annual grant (June 2024): 21,367 RSUs to each non-employee director ; Erck equity value reported below | $99,998 (Erck) |
| Stock Options | Standard annual grant (June 2024): option to purchase 40,701 shares to each non-employee director ; Erck equity value reported below | $99,989 (Erck) |
| Total 2024 Director Compensation | Cash + RSUs + Options | $262,487 (Cash $62,500; RSUs $99,998; Options $99,989) |
Notes:
- Director equity consisted of time-based options and RSUs; no performance share units were disclosed for directors (PSUs were used for executives) .
Other Directorships & Interlocks
- Prior public board: Novavax, Inc. (2009–Jan 2023) .
- Network overlap: MXCT’s independent Chairman Richard Douglas currently serves on the board of Novavax (separate company) . No interlocking directorship or related-party transaction involving Erck is disclosed .
Expertise & Qualifications
- Deep vaccine and biotech operating experience; led Novavax from preclinical to first commercial revenues >$2B .
- Education: B.S. Economics (University of Illinois); MBA (University of Chicago) .
Equity Ownership
| As of April 22, 2025 | Shares | Notes |
|---|---|---|
| Beneficial ownership (total) | 545,202 | <1% of outstanding |
| Breakdown | 247,751 common shares; 276,084 options exercisable within 60 days; 21,367 RSUs vesting by June 21, 2025 | Footnote (7) |
| Shares outstanding basis | 106,313,718 shares outstanding (for % calc) | As of record date |
No pledging or hedging by Erck is disclosed in the proxy; company states “We do not currently have any practices or policies regarding hedging or offsetting any decrease in the market value of our equity securities.” Insider trading and share dealing codes are in place .
Governance Assessment
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Strengths:
- Independent director with extensive public-company CEO experience and life sciences domain expertise; long-tenured service provides historical continuity .
- Active on two core governance committees (Compensation; Nominating & Corporate Governance) .
- Company has an equity award clawback policy (awards under 2022 Plan subject to recoupment) and an annual cap on non-employee director compensation ($900,000; $1,400,000 in first-year appointments) .
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Potential risk indicators and watch items:
- Long tenure (on Board since 2005) can raise entrenchment/refreshment questions for some investors, despite independence designation .
- Company reports no hedging policy; many investors prefer explicit anti-hedging/anti-pledging policies for directors and officers .
- Related-party transactions: none involving Erck; the proxy discloses a consulting arrangement with another director’s firm (Balthrop/Apalachee) in 2024 ($102,000), which was approved within policy—useful as a benchmark for conflict oversight .
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Engagement and attendance:
- Board met 6 times in 2024; each director met the ≥75% attendance threshold across Board and assigned committees .
-
Director pay and alignment:
- 2024 total director compensation for Erck was $262,487, predominantly equity-based (options and RSUs), which supports alignment with shareholders .
- Standardized annual director equity grants (options + RSUs) with plan-level clawback and minimum vesting provisions; awards are not performance-conditioned at the director level .
Governance framework references:
- Independence determinations; committee compositions; board leadership and risk oversight .
- Director compensation policy and annual grant practices .
- Equity plan safeguards (no repricing without shareholder approval; minimum 12-month vesting; clawback policy) .
- Related-person transaction policy and disclosures .