Melinda Litherland
Director at RPID
Board
About Melinda Litherland
Independent Class III director since June 2021; age 67. Certified Public Accountant with 34 years at Deloitte & Touche LLP (retired 2015). Education: B.A. in Economics (Rice University) and Master of Accounting (Rice University Jones Graduate School of Business). Currently serves on the Bio‑Rad Laboratories (NYSE: BIO) board; identified by the Board as having extensive financial and life sciences experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner (audit/consulting) | ~1981–2015 | Worked with technology and life science companies; deep financial/accounting expertise |
| Rapid Micro Biosystems (RPID) | Transaction Committee member | 2023 (committee dissolved Aug 2, 2023) | Evaluated transactions/alternatives; committee dissolved in Aug 2023 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bio‑Rad Laboratories, Inc. (NYSE: BIO) | Director | Since April 2017 | Board service disclosed; committee roles at Bio‑Rad not specified in RPID proxy |
Board Governance
- Independence: Board affirmed Melinda Litherland is independent under Nasdaq rules (Feb 2025 review) .
- Committee assignments (current, 2024 year-end):
- Audit Committee: Chair; members Melinda Litherland, Richard Kollender, Inese Lowenstein; 5 meetings in 2024. Board designated Litherland and Kollender as “audit committee financial experts” and all members financially literate .
- Compensation Committee: Not a member (committee chaired by Kirk D. Malloy; members Lowenstein, Ricciardi) .
- Nominating & Corporate Governance: Not a member (committee chaired by Jeffrey Schwartz; members Kollender, Ricciardi) .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Litherland attended the 2024 Annual Meeting of Stockholders .
- Executive sessions: Independent directors meet regularly; presided over by the independent Chair of the Board (no separate Lead Independent Director as Chair is independent) .
- Board dynamics note: Jeffrey Schwartz resigned from the Board and all committees on May 22, 2025 (he was Chair of Nominating & Corporate Governance), not due to any disagreement; Class I directors Dafni Bika and Inese Lowenstein were elected at the 2025 Annual Meeting .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 40,000 | 20,000 (Audit Chair) | 60,000 |
- Program details (effective Feb 6, 2024): Annual director fee $40,000; Audit Chair $20,000; other committee fees: Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000. Fees paid quarterly, prorated as needed .
Performance Compensation (Director)
| Year | RSU Grant (units) | Option Grant (shares) | Grant Type/Terms | Reported Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2024 | 14,300 | 28,650 | Subsequent awards at 2024 annual meeting; both vest in full on earlier of 1-year anniversary or next annual meeting; change-in-control full vesting | RSUs: 11,726; Options: 12,320 |
| 2023 | — | 25,000 (subsequent) | Options vest similarly to “subsequent awards”; change-in-control full vesting | Options: 10,250 |
- Vesting schedule details (2024 awards): RSUs 14,300 vest at or before the 2025 Annual Meeting; options 28,650 vest at or before the 2025 Annual Meeting; both accelerate upon change in control .
- Performance metrics: RPID does not use performance-based metrics for non-employee director equity; awards are time-based as described .
Director Compensation – Year-over-Year Mix
| Year | Cash ($) | Equity ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 60,000 | RSUs 11,726; Options 12,320 → 24,046 | 84,046 | Shift to mixed RSU + larger option grants per Feb 2024 program update |
| 2023 | 60,000 | Options 10,250 | 70,250 | Options-only; no RSUs in 2023 program |
Observations: 2024 program increased equity size and introduced RSUs (14,300 units) alongside larger options (28,650 shares), modestly raising total director compensation and increasing equity’s share of pay mix .
Other Directorships & Interlocks
- External public company: Bio‑Rad Laboratories, Inc. (NYSE: BIO) – Director since April 2017 .
- Interlocks/Conflicts: No related‑party transactions disclosed involving Litherland; Board’s related person transactions policy assigns approval to the Audit Committee, which Litherland chairs .
Expertise & Qualifications
- CPA; member of AICPA; 34-year Deloitte tenure focused on tech/life sciences; Rice University Economics (BA) and Master of Accounting .
- Board designated audit committee financial expert; financial sophistication recognized by Nasdaq listing standards .
Equity Ownership
| Holder | Common Shares Owned | RSUs Counted as Beneficial Ownership | Options Exercisable within 60 days | Total Beneficial Ownership | % of Class A Outstanding |
|---|---|---|---|---|---|
| Melinda Litherland | 40,000 | 14,300 | 91,150 | 159,750 | <1% |
- Outstanding awards at 12/31/2024: RSUs 14,300 scheduled to vest by 2025 annual meeting; options to purchase 91,150 shares, of which 62,500 vested at year-end and 28,650 scheduled to vest by the 2025 annual meeting .
- Hedging/Pledging: Company prohibits hedging transactions by directors, officers, employees; no pledging disclosure specific to Litherland found in proxy .
Governance Assessment
- Board effectiveness: As Audit Chair and audit committee financial expert, Litherland anchors financial oversight, internal controls, and related-party transaction review; audit committee met five times in 2024, indicating active engagement .
- Independence & alignment: Affirmed independent; equity awards time-based and modest relative to cash retainer, aligning with common small/mid-cap governance practices; no performance equity or discretionary meeting fees disclosed for directors .
- Attendance & engagement: Met at least the 75% attendance threshold; attended Annual Meeting; independent director executive sessions bolster oversight quality .
- Conflicts/RED FLAGS: No related-party transactions disclosed involving Litherland; hedging prohibited; no pledging disclosure identified; no legal proceedings involving her disclosed. No governance red flags identified in filings .
- Program changes signal: 2024 introduction of RSUs plus larger options increases director ownership alignment without adding performance risk; equity accelerates upon change-in-control, standard for director plans; cash components reflect audit chair responsibilities (base + chair fee) .