Will Brooke
About Will Brooke
Will Brooke, age 69, has served as an independent director of MaxCyte, Inc. since 2004. He co‑founded Harbert Management Corporation in 1993 and retired in December 2021 after serving as Executive Vice President and Limited Partner; previously he led HMC’s venture capital funds (2003–2014) and practiced law for a decade. He holds a B.S. in Business Management and a J.D. from the University of Alabama, and the Board cites his extensive business experience and deep financial knowledge as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MaxCyte, Inc. | Director (Independent) | Director since 2004 | Chair, Audit Committee; Member, Compensation Committee |
| Harbert Management Corporation (HMC) | Co‑founder; Executive Vice President & Limited Partner; Managing Partner, VC funds | Co‑founded 1993; Managing Partner 2003–2014; retired Dec 2021 | Advised/invested in early-stage/growth companies |
| Legal Practice | Attorney | ~10 years prior to HMC | Legal training supports governance and audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KPX, LLC (ESG advisory firm) | Board Member | Since Dec 2018 | Private firm; governance/ESG exposure |
| nContact, Inc.; NovaMin Technology, Inc.; Emageon Corporation | Former Director | Not disclosed | Prior board service in pharma/med‑tech |
| Current public company directorships | None disclosed | — | No current public boards disclosed in proxy bio |
Board Governance
- Independence: Board affirmatively determined Brooke is independent under Nasdaq standards .
- Committee assignments: Audit Committee Chair; Compensation Committee Member; not on Nominating & Corporate Governance .
- Attendance: Board met six times in FY2024; all directors attended ≥75% of Board/committee meetings; Brooke attended the 2024 annual meeting of stockholders .
- Audit Committee activity: Audit Committee comprised of Al‑Wakeel, Brooke (Chair), Johnston, Mandell; met five times in FY2023; Brooke is designated an “audit committee financial expert” .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | 40,000 | Standard non‑employee director retainer |
| Audit Committee Chair Retainer | 20,000 | Additional cash for chair service |
| Compensation Committee Member Retainer | 7,500 | Raised from $6,000 pre‑July 1, 2023 |
| Total Cash Fees – 2024 (Brooke) | 67,500 | Sum consistent with role‑based retainers |
| Total Cash Fees – 2023 (Brooke) | 66,750 | Reflects mid‑year comp committee increase |
Performance Compensation
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Annual Equity Award Structure | Options to purchase 50,000 shares granted to each non‑employee director at 2023 Annual Meeting | Options to purchase 40,701 shares and 21,367 RSUs granted to each then‑serving non‑employee director at time of 2024 Annual Meeting (June 2024) |
| Grant Date Fair Value – Options (Brooke) ($) | 110,494 | 99,989 |
| Grant Date Fair Value – Stock Awards/RSUs (Brooke) ($) | — | 99,998 |
| Outstanding at 12/31/2024 (Brooke) | Options: 256,101 | RSUs: 21,367 |
Performance metrics tied to director compensation
| Metric | Disclosure |
|---|---|
| Director‑specific performance metrics (e.g., TSR, revenue growth, ESG goals) | None disclosed for non‑employee directors; awards are RSUs/options under 2022 Plan |
Plan features and safeguards
- Director compensation cap: Aggregate cash+equity compensation for any non‑employee director capped at $900,000 per fiscal year; $1,400,000 if first appointed/elected during the year (equity valued at grant‑date fair value) .
- Clawback: Awards under the 2022 Plan are subject to recoupment under the Amended and Restated Incentive Compensation Recoupment Policy adopted November 2023 (Exchange Act Section 10D; Nasdaq Rule 5608) .
- Option pricing discipline: No discounted stock options or SARs; exercise price at or above fair market value on grant date .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| KPX, LLC | Private ESG advisory | Board Member | No MXCT‑related interlock disclosed |
| nContact, Inc.; NovaMin Technology, Inc.; Emageon Corporation | Pharma/Med‑tech | Former Director | Historical roles; no current MXCT‑related transactions disclosed |
No related‑party transactions involving Brooke were disclosed; the only director‑related transaction noted was a consulting agreement with Apalachee (Patrick Balthrop) in 2024 (max $150,000; ~$102,000 paid; expired Dec 31, 2024) .
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | B.S. Business Management; J.D., University of Alabama |
| Finance/Investing | 30+ years advising/investing; HMC co‑founder; VC Managing Partner |
| Legal | 10 years practice; supports governance/audit oversight |
| Audit Financial Expert | Board determined Brooke qualifies as “audit committee financial expert” |
| Industry Exposure | Pharma/med‑tech boards (historical) |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis/Notes |
|---|---|---|---|
| Will Brooke | 327,353 | * (less than 1%) | Based on 106,313,718 shares outstanding (as of Apr 22, 2025) |
| Options/RSUs Outstanding (12/31/2024) | Options: 256,101; RSUs: 21,367 | — | Per 2024 director outstanding awards table |
Stock ownership practices
- Hedging policy: Company states it does not currently have practices or policies regarding hedging or offsetting decreases in market value of its equity securities (i.e., no explicit hedging prohibition) .
- Ownership guidelines: Corporate Governance Guidelines adopted in 2021 align interests of directors/management with stockholders, but specific director ownership multiples were not disclosed .
Governance Assessment
- Independence and role clarity: Brooke is an independent director and serves as Chair of the Audit Committee and member of the Compensation Committee, positioning him centrally in financial oversight and pay governance .
- Engagement: Board met six times in FY2024; directors (including Brooke) attended at least 75% of meetings, and Brooke attended the 2024 annual meeting of stockholders, indicating baseline engagement .
- Pay mix and alignment: 2024 compensation balanced cash ($67,500) with equity (RSUs and options; total grant‑date fair value ~$200k), and outstanding options/RSUs suggest meaningful equity exposure; director compensation is subject to clawback and capped by plan limits, supporting governance discipline .
- Ownership: Brooke beneficially owns 327,353 shares (<1%), with additional option/RSU holdings, aligning interests; however, the company does not disclose director‑specific ownership guidelines compliance .
- Conflicts/related parties: No Brooke‑related party transactions disclosed; the proxy details policy oversight and notes a consulting arrangement with another director (Balthrop), not Brooke .
- RED FLAGS: Absence of a hedging prohibition for directors/officers (explicitly “no practices or policies regarding hedging”) may weaken alignment optics relative to peers and is a governance risk indicator for some investors .