Kevin Rakin
About Kevin Rakin
Kevin Rakin (age 64) is an independent director of Quantum‑Si (QSI) and has served on the board since June 2020. He is co‑founder and partner of HighCape (since October 2013), and previously served as CEO of the HighCape SPAC used in QSI’s business combination (June 2020–June 2021). His operating background includes President of Shire Regenerative Medicine (2011–2012) and Chairman/CEO of Advanced BioHealing (sold to Shire in 2011); he also co‑founded and led Genaissance Pharmaceuticals prior to its 2005 merger. He holds an MBA from Columbia University and a B.Com (Hons) from the University of Cape Town .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HighCape Capital Acquisition Corp (SPAC) | Chief Executive Officer | Jun 2020–Jun 2021 | Led SPAC that merged with Legacy Quantum‑Si (business combination) |
| HighCape (investment firm) | Co‑founder & Partner | Oct 2013–present | 30+ years life sciences executive/investor network |
| Shire Regenerative Medicine (SRM) | President | Jun 2011–Nov 2012 | Operated SRM post sale of Advanced BioHealing |
| Advanced BioHealing, Inc. | Chairman & CEO | Pre‑2011 (until sale to Shire in Aug 2011) | Grew and exited to Shire PLC |
| Canaan Partners | Executive‑in‑Residence | Prior to ABH sale | Venture advisory |
| Genaissance Pharmaceuticals, Inc. | Co‑founder, President & CEO | Until 2005 merger with Clinical Data | Built pharmacogenomics platform |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Elutia, Inc. (formerly Aziyo Biologics) | Chairman | Public | Current board chair |
| Nyxoah S.A. | Director | Public | Current director |
| Wellinks, Inc. | Director | Private | Current director |
| Cybrexa, Inc. | Director | Private | Current director |
| Alphina Therapeutics, LLC | Director | Private | Current director |
| Modifi Biosciences, Inc. | Director | Private | Current director |
| Oramed Pharmaceuticals, Inc. | Director (prior) | Public | Prior board service |
| Histogenics Corp. | Director (prior) | Public | Prior board service |
| Tela Bio | Director (prior) | Public | Prior board service |
Board Governance
- Independence: QSI determined Rakin is “independent” under SEC and Nasdaq rules .
- Committee assignments: Currently member, Nominating & Corporate Governance Committee; expected to move to Audit Committee (replacing Ruth Fattori) after the 2025 annual meeting. Paula Dowdy expected to replace him on Nominating thereafter .
- Attendance: In FY2024, the board met 5 times; committees met 14 times in aggregate. No director attended fewer than 75% of board and applicable committee meetings .
- Governance context: QSI is a “controlled company” under Nasdaq—Dr. Jonathan Rothberg controls a majority of voting power (100% of Class B). QSI nonetheless maintains a majority‑independent board and independent compensation committee .
- Risk oversight: Audit Committee oversees risk; expected chair transition to Scott Mendel post‑meeting .
Fixed Compensation
| Component | Amount/Rate | Period/Date | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Kevin Rakin) | $55,000 | FY2024 | Under Non‑Employee Director Compensation Policy |
| Annual cash retainer (non‑employee director) | $50,000 | Policy (amended Feb 2024) | Paid quarterly in arrears |
| Chairman of the Board retainer | $50,000 | Policy | Additional cash retainer |
| Audit Committee chair | $20,000 | Policy | Additional cash retainer |
| Audit Committee member | $10,000 | Policy | Additional cash retainer |
| Compensation Committee chair | $15,000 | Policy | Additional cash retainer |
| Compensation Committee member | $7,500 | Policy | Additional cash retainer |
| Nominating/Governance chair | $10,000 | Policy | Additional cash retainer |
| Nominating/Governance member | $5,000 | Policy | Additional cash retainer |
Performance Compensation
| Grant Type | Grant Date | Number of Awards | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual director stock option grant (Kevin Rakin) | May 16, 2024 | 113,281 options | $145,000 | Vests at end of period from annual meeting to next annual meeting |
| Aggregate options held (Kevin Rakin, 12/31/2024) | — | 293,642 options | — | As of fiscal year‑end |
QSI’s director equity is option‑based beginning in 2024; initial RSUs of $285,000 are granted only upon first election to the board (not applicable to Rakin in 2024) .
Other Directorships & Interlocks
| Potential Interlock | Nature | Notes |
|---|---|---|
| HighCape Partners II, L.P. and HighCape Partners QP II, L.P. | Rakin is managing member of the general partner entities; funds hold QSI shares and warrants | Rakin disclaims beneficial ownership except to extent of pecuniary interest |
| Controlled company dynamics | Founder/Director Rothberg controls voting via Class B | Concentration of voting power may affect board processes |
Expertise & Qualifications
- 30+ years life sciences executive/investor; founded and led multiple biotech tools/therapeutics companies; significant M&A execution (ABH sale to Shire) .
- Public board experience as chair and director across diagnostics/medtech/biotech; finance background (MBA Columbia) .
Equity Ownership
| Category | Shares/Units | % of Class A | Notes |
|---|---|---|---|
| Direct Class A held by Kevin Rakin | 20,512 | — | As of March 3, 2025 |
| Options exercisable within 60 days (Rakin) | 180,361 | — | Included in beneficial ownership |
| HighCape Partners II, L.P. (Class A) | 64,105 | — | Beneficially reported; 2,362 warrants also held |
| HighCape Partners QP II, L.P. (Class A) | 2,832,145 | — | Beneficially reported; 98,888 warrants also held |
| Total beneficial Class A (Rakin and entities) | 3,198,373 | 1.96% | Aggregate beneficial ownership; voting power “*” <1% total voting power |
Rakin and Matt Zuga are managing members of HighCape Capital II GP, LLC, general partner to HighCape funds; Rakin disclaims beneficial ownership in fund holdings except for any pecuniary interest .
Governance Assessment
- Committee effectiveness: Rakin serves on Nominating & Governance and is slated to join Audit, aligning his extensive operator/investor background with oversight of financial reporting and risk; committee transitions post‑2025 should improve audit bench strength .
- Independence and engagement: The board deems him independent; FY2024 attendance met the ≥75% threshold, supporting engagement quality .
- Ownership alignment: Material beneficial ownership via HighCape funds plus personal/options stake (3.20M Class A shares/derivatives) aligns incentives, but fund‑linked holdings create potential conflicts that require transparent recusal when applicable .
- Compensation mix: 2024 director pay skews to equity ($145k options vs $55k cash), promoting alignment; no RSUs granted to Rakin in 2024, consistent with policy limiting RSUs to initial board appointments .
- Controlled company risk: Concentrated voting power in Class B (Rothberg) is a structural governance risk; QSI has opted for majority‑independent board and independent comp committee, which partially mitigates but does not eliminate entrenchment concerns .
- Related‑party exposure: QSI discloses related arrangements with Rothberg‑affiliated entities (leases, services, licenses), most of which have been wound down or are immaterial in 2024; continuous audit/committee scrutiny remains warranted given control dynamics .
- Compensation committee oversight signal: In March 2024, QSI modified performance‑option hurdles for CEO/CFO, lowering price triggers and extending timelines—an investor‑relevant governance signal even though Rakin is not on the compensation committee; highlights importance of robust independent oversight of pay design .
RED FLAGS
- Controlled company with a single insider controlling 73%+ of total voting power (via Class B): heightened risk of limited minority shareholder influence .
- Fund‑linked holdings and SPAC legacy ties: Rakin’s governance must avoid perceived conflicts where HighCape funds are involved; disclosures indicate disclaimers of beneficial ownership beyond pecuniary interest, but recusal standards should be explicit .
- Performance award modifications (executives): Lowered hurdles in 2024 could be viewed as repricing in substance; requires clear rationale and shareholder communication to maintain confidence in pay‑for‑performance integrity .
Meeting and Committee Activity Context
| Body | FY2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 5 | No director <75% attendance |
| Audit Committee | 4 | Current chair: Brigid A. Makes; expected chair: Scott Mendel; Rakin to join post‑meeting |
| Compensation Committee | 6 | Chair: Ruth Fattori; independent consultant Aon engaged and affirmed independent |
| Nominating & Governance Committee | 4 | Chair: Jack Kenny; Rakin currently member; Paula Dowdy expected to replace |
Director Equity Policy Context
| Policy Element | Detail | Effective |
|---|---|---|
| Initial RSU grant (new directors) | $285,000 RSUs; 3‑year equal annual vesting | Upon initial election |
| Annual option grant (all directors) | $145,000 Black‑Scholes value; 10‑year term | First business day after annual meeting; vests at next annual meeting |
Legal/Compliance Notes
- No legal proceedings involving any director or executive adverse to QSI reported .
- Insider Trading Policy covers hedging, margin accounts, and pledged securities, and establishes trading windows/Rule 10b5‑1 framework .
- Audit independence and pre‑approval processes detailed; PwC appointed for FY2025 audit .