Kirk Malloy
Chair of the Board at RPID
Board
About Kirk D. Malloy, Ph.D.
Independent Chair of the Board at Rapid Micro Biosystems since July 2023; age 58; Class III director with term expiring at the 2027 Annual Meeting. Founder and principal of BioAdvisors, LLC; prior senior leadership roles at Illumina and commercial roles at Biosite and QIAGEN; education includes B.S. in Marine Science & Biology (University of Miami), M.S. and Ph.D. (University of Delaware), post-doc/instructor at Boston University and Northeastern University . The Board affirms his independence under Nasdaq rules and maintains a separated Chair and CEO structure with Malloy as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illumina, Inc. | SVP & GM, Life Sciences and Applied Markets | Jan 2014–Apr 2016 | Led life sciences/applied markets businesses |
| Illumina, Inc. | VP, Global Customer Solutions | May 2005–Dec 2013 | Built global customer success infrastructure |
| Illumina, Inc. | VP, Global Quality | Dec 2005–May 2007 | Oversaw global quality systems |
| Illumina, Inc. | Senior Director, Global Customer Solutions | 2002 onward | Early commercial leadership at Illumina |
| Biosite Inc. | Commercial leadership roles | Prior to 2002 | Diagnostics commercial leadership |
| QIAGEN Inc. | Commercial leadership roles | Prior to 2002 | Molecular tools commercial leadership |
| BioAdvisors, LLC | Founder & Principal | Apr 2016–present | Strategic consulting to life science/diagnostics/genomics firms |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| NanoString Technologies, Inc. (Nasdaq: NSTG) | Director | Current | Board service at genomics tools company |
| DermTech, Inc. (Nasdaq: DMTK) | Director | Current | Board service at diagnostics company |
| Tagomics, Ltd. | Chairman of the Board | Current | Chairs cancer diagnostics company board |
| Private genomics tools companies | Director | Current | Multiple private boards (not individually named) |
Board Governance
- Roles: Independent Chair of the Board; Compensation Committee Chair .
- Independence: Board determined Malloy is independent under Nasdaq rules .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and relevant committee meetings; Malloy attended the 2024 Annual Meeting of Stockholders .
- Executive sessions: Independent directors hold regular executive sessions; no lead director is needed because the Chair is independent .
- Risk oversight: Board oversees risk directly; Audit Committee handles financial/cybersecurity risks; Compensation Committee monitors incentive risk; Malloy chairs Compensation Committee .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Fee | $40,000 | Non-employee director program |
| Chair of the Board Fee | $45,000 | Program fee for Chair or Lead Director |
| Compensation Committee Chair Fee | $15,000 | Program fee for committee chair |
| Total Cash Fees Earned (2024) | $100,000 | Reported for Malloy in 2024 Director Compensation Table |
| 2024 Director Compensation Summary | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Option Awards (USD) | Total (USD) |
|---|---|---|---|---|
| Kirk D. Malloy, Ph.D. | $100,000 | $11,726 | $12,320 | $124,046 |
Performance Compensation
| Award Type | Grant Date | Units/Shares | Exercise Price | Vesting Schedule | Change-in-Control Terms |
|---|---|---|---|---|---|
| Annual Option (Subsequent Award) | May 23, 2024 | 28,650 | Fair market value on grant date | Vests in full on earlier of 1st anniversary or next annual meeting (i.e., May 23, 2025 or immediately prior) | Vests in full upon change in control |
| Annual RSU (Subsequent Award) | May 23, 2024 | 14,300 | N/A | Vests as above (full vesting at earlier of 1st anniversary or next annual meeting) | Vests in full upon change in control |
| Outstanding Director Equity (as of Dec 31, 2024) | RSUs (units) | Options – Total (shares) | Options – Vested (shares) | Options – Unvested (shares) | Unvested Vesting Detail |
|---|---|---|---|---|---|
| Kirk D. Malloy, Ph.D. | 14,300 | 78,650 | 23,611 | 55,039 | 26,389 in equal monthly installments to July 14, 2026; 28,650 at earlier of May 23, 2025 or immediately prior to 2025 Annual Meeting; change-in-control full vesting |
Note: No director performance metrics (e.g., revenue/EBITDA/TSR) apply to non-employee director equity; vesting is time-based per program .
Other Directorships & Interlocks
- External public boards: NanoString (NSTG), DermTech (DMTK); Chairman of Tagomics; plus private genomics boards .
- Internal interlocks: Compensation Committee membership includes Malloy (Chair), Lowenstein, Ricciardi; Audit Committee and Nominating Committee chaired by other directors .
- Recent board change: Jeffrey Schwartz resigned from Board and all committees effective May 22, 2025 (not due to disagreement) .
Expertise & Qualifications
- Scientific and industry expertise in life sciences, diagnostics, genomics; extensive executive leadership and board experience cited by the company as qualifications .
- Education: B.S. (University of Miami), M.S./Ph.D. (University of Delaware), post-doc/instructor positions at Boston University and Northeastern University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class A | Breakdown |
|---|---|---|---|
| Kirk D. Malloy, Ph.D. | 137,805 | <1% (*) | Includes 50,000 common shares, 14,300 RSUs vesting within 60 days of April 7, 2025, and 59,205 options exercisable within 60 days of April 7, 2025 |
- Anti-hedging policy: Company prohibits directors, officers, employees and controlled entities from hedging transactions in Company equity (e.g., prepaid variable forwards, swaps, collars, exchange funds) .
- Pledging: No specific pledging provision disclosed; no pledging by Malloy disclosed in proxy .
Governance Assessment
- Board leadership and independence: Malloy serves as independent Chair; roles of Chair and CEO are separated, enhancing oversight and investor confidence .
- Committee effectiveness: As Compensation Committee Chair, Malloy oversees executive/director pay, long-term incentives, and clawback policy application; committee met four times in 2024 and includes only independent non-employee directors .
- Attendance and engagement: Board met five times in 2024; all directors met minimum attendance thresholds; Malloy attended the 2024 Annual Meeting, supporting engagement .
- Director pay structure: Cash fees align with role responsibilities (Chair + Committee Chair); equity grants are standardized annual RSU and option awards with time-based vesting and change-in-control acceleration; no performance metrics tied to director equity—reduces pay-for-performance linkage but consistent with market practice .
- Compensation advisors: Aon provided executive and director compensation consulting; Board assessed independence and found no conflict; management also engaged Radford for compensation consulting in 2024, indicating structured benchmarking .
- Related-party exposure: Proxy discloses policy and oversight for related person transactions; no related-party transactions involving Malloy are disclosed—no conflicts identified in the reported period .
- Shareholder votes: 2025 Annual Meeting did not include say-on-pay; director nominees were elected and auditor ratified—no adverse governance signals from voting outcomes .
RED FLAGS: None disclosed specific to Malloy—no attendance issues, no related-party transactions, no hedging/pledging violations, and compensation consultant independence affirmed .