John Wilson
About John Wilson
John Wilson is Chief Operating Officer of Rapid Micro Biosystems, serving since January 2021; age 57. He previously led global manufacturing and operations at Becton Dickinson in multiple roles and holds an M.B.A. from the University of San Francisco and a B.S. in Business Management from the University of Phoenix . For 2024, his annual incentive plan was tied to corporate goals in commercial execution/revenue and gross margin improvement (corporate achievement 80.6%; his individual achievement 60.2%), with additional discretionary bonuses approved in February 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Becton Dickinson and Company | Vice President, Global Operations; Director, Operational Excellence; Vice President, Manufacturing; Plant Manager | Nov 2010–Jan 2021 | Led global manufacturing to ensure quality, supply, and delivery of product worldwide |
External Roles
- No other public company directorships or external roles disclosed for Wilson .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Discretionary Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 449,904 | 50% | 33,068 | 30,576 |
| 2023 | 432,640 | 50% | 62,400 (retention bonus) | 29,696 |
Base salaries were increased 4% in 2024 for named executive officers; Wilson’s annual target bonus is 50% of base salary per his employment agreement .
Performance Compensation
Annual Cash Incentive – Payout and Metrics (2024)
| Item | Value |
|---|---|
| Non-Equity Incentive Plan Compensation Paid ($) | 136,771 |
| Weighting | Corporate 75%; Individual 25% (for NEOs other than CEO) |
| Individual Achievement (Wilson) | 60.2% |
| Corporate Performance Goals – Total Level of Achievement | 80.6% |
| Metric | Weight | Level of Achievement vs Target | Earned Payout Percent |
|---|---|---|---|
| Commercial Execution – Sales, Service, Validations: Achieve overall revenue target | 70% | 89.7% | 20.2% |
| Achieve quarterly and annual system sales targets | 20% | 78.3% | 17.8% |
| Achieve quarterly and annual system validations | 10% | 60.5% | 8.7% |
| Increase consumables usage | 10% | 101.6% | 10.3% |
| Sterility target | 10% | 3.3% | 3.3% |
| Expand Margins: Product Gross Margins | 20% | 6.7% | 6.7% |
| Service Gross Margins | 10% | 13.6% | 13.6% |
| Total Corporate Performance Achievement | — | — | 80.6% |
In February 2025, the Compensation Committee approved additional discretionary bonuses beyond formulaic outcomes; those amounts are reported in the “Bonus” column of the SCT .
Equity Grants – RSUs and Options
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Acceleration Terms |
|---|---|---|---|---|---|
| RSU | 02/06/2024 | 39,000 (unvested at 12/31/24) | 36,738 | 33.4% on 02/06/2025; 33.3% on 02/06/2026; 33.3% on 02/06/2027 | Full vest on Change in Control; also plan-level disclosure references CoC acceleration |
| Stock Option | 02/06/2024 | 79,000 total (16,458 exerc.; 62,542 unexerc.) | 38,710 | 48 equal monthly installments from 02/06/2024 | Full vest if terminated without Cause/resign for Good Reason in connection with Sale Event (12 months) |
| RSU | 03/09/2023 | 67,267 (unvested at 12/31/24) | — | 33.4% on 03/09/2024; 33.3% on 03/09/2025; 33.3% on 03/09/2026 | Full vest on Change in Control |
| Stock Option | 03/09/2023 | 174,721 total (92,268 exerc.; 82,453 unexerc.) | — | 48 equal monthly installments from 03/09/2023 | Full vest if terminated without Cause/resign for Good Reason in connection with Sale Event (12 months) |
| RSU | 02/11/2022 | 20,417 (unvested at 12/31/24) | — | 33.4% on 02/11/2023; 33.3% on 02/11/2024; 33.3% on 02/11/2025 | Full vest on Change in Control |
| Stock Option | 02/11/2022 | 122,500 total (86,770 exerc.; 35,730 unexerc.) | — | 48 equal monthly installments from 02/11/2022 | Full vest if terminated without Cause/resign for Good Reason in connection with Sale Event (12 months) |
| Stock Option | 02/01/2021 | 248,903 total (243,717 exerc.; 5,186 unexerc.) | — | 25% cliff at year 1; then 1/48 monthly thereafter | Full vest if terminated without Cause/resign for Good Reason in connection with Sale Event (12 months) |
| Stock Option | 03/15/2021 | 18,310 total (17,165 exerc.; 1,145 unexerc.) | — | 48 equal monthly installments from 03/15/2021 | Full vest if terminated without Cause/resign for Good Reason in connection with Sale Event (12 months) |
Market value references in the awards table were based on $0.90 per share at 12/31/24 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Class A) | 640,070 shares; 1.61% of Class A |
| Breakdown (as of 04/07/2025) | 158,744 shares Class A common; 511,230 options exercisable within 60 days; excludes 103,634 unvested RSUs not vesting within 60 days |
| Shares Outstanding Base | 39,328,820 Class A shares (ownership % computed on this base) |
| Hedging/Pledging | Hedging transactions prohibited by Insider Trading Policy; no pledging disclosure found |
Employment Terms
| Provision | Term |
|---|---|
| Employment Agreement Effective Date | July 14, 2021 |
| Target Annual Bonus | 50% of base salary |
| Severance (without Cause / good reason) | Salary continuation equal to 75% of base salary; prior year earned but unpaid bonus; pro-rated current-year bonus based on actual performance; COBRA up to 9 months (subject to release/covenants) |
| Change-in-Control (qualifying termination) | Lump sum 1x base salary; lump sum 1x annual target bonus; prior year earned but unpaid bonus; COBRA up to 12 months; full accelerated vesting of time-based equity awards |
| Clawback | Compensation Recovery Policy (effective Oct 2, 2023) to recover incentive-based comp upon required restatement, 3-year lookback, per SEC/Nasdaq rules |
| Perquisites & Benefits | No significant perquisites beyond standard employee benefits; eligible for company 401(k) with matching (100% on first 2%; 50% on next 4%) subject to vesting |
Compensation Committee and Governance Notes
- Compensation Committee members: Inese Lowenstein, Kirk D. Malloy, Ph.D. (Chair), and Natale Ricciardi; independent under Nasdaq rules .
- Compensation consultants: Aon (executive/director compensation, peer group development) and Radford were engaged; Committee assessed Aon’s independence and found no conflicts .
Investment Implications
- Pay-for-performance alignment: Wilson’s 2024 incentive plan tied predominantly to commercial execution and margin improvement, with corporate achievement at 80.6% and individual at 60.2%; payout structure balances corporate vs personal performance (75/25), indicating accountability to operational results .
- Retention vs turnover risk: Severance provides 75% salary continuation and pro-rated bonus, while CoC economics are modest (1x salary + 1x target bonus) with time-based equity acceleration, which is competitive but not excessive—suggesting reasonable retention without outsized golden parachute risk .
- Near-term supply/vesting cadence: RSUs vesting on 02/06/2025, 02/06/2026, 02/06/2027 and 03/09/2025/2026, plus substantial options already exercisable, create periodic liquidity windows; anti-hedging reduces risk of synthetic monetization, but monitor Form 4s around vesting dates for selling pressure signals .
- Skin-in-the-game: Beneficial stake of 1.61% including 511,230 options suggests meaningful exposure; absence of pledging language in disclosures and presence of a clawback policy further mitigate governance red flags .