DEF 14A of Maravai Lifesciences Holdings, Inc.
Filed Apr 18, 2025 · FY20240001193125-25-085761
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Based upon the recommendation of the Nominating, Governance and Risk Committee, the Board has nominated the following four directors to be re-elected to the Board at the Annual Meeting: Sean Cunningham, John DeFord, PhD, Jessica Hopfield, PhD, and Murali K. Prahalad, PhD. If elected at the Annual Meeting, the nominees will serve for three-year terms expiring at our 2028 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until his or her earlier death, resignation or removal. Certain biographical information for each of the nominees is set forth below. Also set forth therein is a description of the specific experience, qualifications, attributes and skills of each nominee that were considered by the Nominating, Governance and Risk Committee, in the context of the needs of the Board as a whole, in determining that these individuals were qualified to serve on the Board. Each nominee has consented to stand for re-election and has agreed to serve if elected. We currently have no reason to believe that any of the nominees would be unable or unwilling to serve if elected. However, if before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the vacancy. The Board recommends that you vote “FOR” each of the director nominees. Proxies solicited on behalf of the Board will be voted “FOR” the election of each of the four nominees, unless your proxy card is marked otherwise (if you are a registered shareholder) or you have provided a different instruction to your bank or broker (if you are a beneficial or “street name” shareholder). Vote Required Under our Bylaws, the election of the four director nominees at the Annual Meeting requires a plurality of the votes cast by holders of our common stock present in person or represented by proxy and entitled to vote on the election of directors. In an uncontested election of directors, this means that each director nominee will be elected if he or she receives at least one “FOR” vote. Failure to vote by proxy or to vote electronically at the Annual Meeting and “WITHHOLD” votes will result in a respective nominee having fewer votes but will have no effect on the outcome of the election because a plurality of the votes cast is required for the election of the director nominee. Cumulative voting is not permitted in the election of directors. Director Nominees to Serve for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders. Sean Cunningham has served on the Board since our IPO in November 2020 and on our Nominating, Governance and Risk Committee since October 2022, and has served as a member of MLSH 1’s board since March 2016. Mr. Cunningham also serves on the Board of Directors of Sotera Health Company (“Sotera Health”), a healthcare company. Mr. Cunningham joined GTCR in 2001 where he is currently a Managing Director and Head of the Healthcare Group. Mr. Cunningham was previously a consultant with The Boston Consulting Group. Mr. Cunningham holds an MBA from the Wharton School at the University of Pennsylvania as well as a BA and BE in Engineering Sciences from Dartmouth College. We determined that Mr. Cunningham’s directorship experience with similar companies and extensive experience in the healthcare and pharmaceutical industries qualify him to serve as a director on the Board. John DeFord, PhD has served on the Board since July 2023 and on our Audit Committee and Compensation and Leadership Development Committee since September 2023. He assumed the role of Chair of our Compensation and Leadership Development Committee in June 2024. Dr. DeFord also serves on the Board of Directors of Nordson Corporation, a precision technology company, and Globus Medical Inc., a medical device company. Dr. DeFord has been the Chairman, Chief Executive Officer and President of Samothrace Medical Innovations, Inc., a medical technology company, since coming out of retirement in March 2022. Dr. DeFord has over 35 years of experience in the healthcare and medical device industries. Dr. DeFord served as Executive Vice President and Chief Technology Officer of Becton, Dickinson and Company (“Becton Dickinson”), a global medical technology company, from June 2018 until he retired from Becton Dickinson in May 2021. Dr. DeFord joined Becton Dickinson in December 2017 in connection with its acquisition of C.R. Bard, Inc. (“Bard”), a medical technology company, where he served as the Senior Vice President of Research and Development for Becton Dickinson’s interventional segment post-acquisition. Prior to the acquisition, Dr. DeFord served in a variety of science and technology roles at Bard since January 2004 and was Senior Vice President of Science, Technology and Clinical Affairs at the time of the acquisition by Becton Dickinson. Prior to joining Bard, Dr. DeFord was Managing Director of Early Stage Partners, a venture capital fund. Prior to joining Early Stage Partners, Dr. DeFord was President and Chief Executive Officer of Cook Incorporated, medical device manufacturer. Dr. DeFord holds a PhD in Electrical/Biomedical Engineering, a MS in Electrical Engineering and a BS in Electrical Engineering from Purdue University. Dr. DeFord is a valuable member of the Board due to his executive experience at medical technology companies and his service as an independent director to other public companies. Jessica Hopfield, PhD has served on the Board and its Audit Committee since our IPO in November 2020, and as Chair of the Board’s Nominating, Governance and Risk Committee since October 2022. Previously, Dr. Hopfield served on the Board’s Compensation and Nominating Committee from our IPO in November 2020 until October 2022. Dr. Hopfield is a scientist and business leader with more than two decades of experience in the medical and healthcare fields. Dr. Hopfield serves as a director on the Board of Directors of Insulet Corporation, a medical device company, and Editas Medicine, a biotechnology company, and formerly served as a director of Radius Health, Inc, a biopharmaceutical company, from January 2019 to December 2020, and PhenomeX Inc. (formerly Berkeley Lights), a life sciences company (“PhenomeX ”) from December 2021 to September 2023, when PhenomeX was acquired by Bruker Corporation. In addition, Dr. Hopfield is a strategic advisor and investor in start-up healthcare firms. Dr. Hopfield is a former Partner of McKinsey & Company, a global management consulting firm, in its global pharmaceuticals and medical devices practice where she led work in strategy, research and development management, and marketing across pharmaceutical, biotechnology and medical device industries. Dr. Hopfield also held management positions at Merck Sharp & Dohme Corp., a pharmaceutical company, in clinical development, outcomes research, and marketing. Dr. Hopfield holds a PhD in Biological Sciences from The Rockefeller University, an MBA from Harvard Business School and a BS in Biology from Yale College. We determined that Dr. Hopfield is qualified to serve as a member of the Board because of her extensive experience in the life sciences industry, educational background and service as an independent director to other public companies.
PROPOSAL 1 – ELECTION OF DIRECTORS
Murali K. Prahalad, PhD has served on the Board since our IPO in November 2020 and on our Nominating, Governance and Risk Committee since October 2022, and has served as a member of MLSH 1’s board since August 2016. Dr. Prahalad has been the President and Chief Executive Officer of Iridia, Inc., a nanotechnology company, since November 2019 and was the President and Chief Executive Officer of Epic Sciences, Inc., a medical diagnostics company, from August 2013 through April 2019. Dr. Prahalad has two decades of experience in the technology and life science industries. From 2007 through 2013, Dr. Prahalad served in multiple roles at Life Technologies, a biotechnology company, including as Vice President of Corporate Strategy. Before Life Technologies, Dr. Prahalad was Vice President of Business Development at Sequenom, Inc., a biotechnology company. Dr. Prahalad received a PhD in biochemistry and molecular pharmacology as well as an MS in medical sciences from Harvard University. Dr. Prahalad also holds a BS in Cellular and Molecular Biology and Economics from the University of Michigan. We determined Dr. Prahalad’s extensive experience in the technology and life sciences industry, in addition to his medical expertise and experience on boards of directors, qualify him to serve as a director on the Board.
Continuing Directors
Continuing Directors Benjamin Daverman has served on the Board since our IPO in November 2020 and has served as a member of MLSH 1’s board since March 2016. Previously, Mr. Daverman served on the Compensation and Nominating Committee from our IPO in November 2020 until October 2022. Mr. Daverman joined Vantive Health LLC (formerly known as Baxter Kidney Care), a healthcare company (“Vantive”), in January 2025, where he is currently Executive Vice President, Chief Strategy and Business Development Officer. Prior to joining Vantive, Mr. Daverman was a Managing Director and Co-Head of the Healthcare Group at GTCR. Prior to joining GTCR, he worked as a Venture Capitalist at Alta Partners, a venture capital firm, as well as an Investment Banking Associate at JMP Securities and an Analyst in the mergers and acquisitions group at J.P. Morgan (formerly Hambrecht & Quist), both investment banking firms. Mr. Daverman holds an MBA from the Wharton School at the University of Pennsylvania and a BA in History from Colgate University. Mr. Daverman also holds an MS in Biotechnology from the School of Engineering and Applied Science at the University of Pennsylvania. We determined that Mr. Daverman’s extensive directorship experience with similar companies, and extensive experience in the healthcare, pharmaceutical and life sciences industries qualify him to serve on the Board. R. Andrew Eckert has served on the Board as Chairman since December 2024. Mr. Eckert also currently serves as a director on the Board of Directors of Becton Dickinson, and formerly served as a director of Fortrea Holdings, Inc., a contract research organization, from June 2023 to February 2025, and Varian Medical Systems, Inc., a medical device and software company (“Varian Medical”), where he served as a director from October 2004 to February 2014 and as Chairman of the Board from February 2014 to April 2021, when Varian Medical was acquired by Siemens Healthineers. Mr. Eckert currently serves as interim Chief Executive Officer of Lytx, Inc., a telematics company, and as a Senior Adviser to Permira I.P Limited, a global private equity firm (“Permira”). Prior to Permira, Mr. Eckert served as Chief Executive Officer of Zelis Inc., a healthcare payments and cost management business (“Zelis”) from August 2020 until August 2021, and as the President and Chief Executive Officer of Acelity L.P., a global wound care company (“Acelity”), from April 2017 until October 2019, when Acelity was acquired by 3M. Mr. Eckert holds an MBA from the Stanford University Graduate School of Business and a BS in Industrial Engineering from Stanford University. We determined that Mr. Eckert’s extensive directorship and chairman experience with similar publicly traded companies, and extensive experience as an executive at publicly traded companies in the healthcare and life sciences industries qualify him to serve as Chairman of the Board. Susannah Gray has served on the Board and as the Chair of our Audit Committee since our IPO in November 2020 and has served on our Compensation and Leadership Development Committee since October 2022. Ms. Gray also currently serves on the Board of Directors of 4D Molecular Therapeutics, Inc., a biotech company, and Theravance BioPharma, Inc., a biopharmaceutical company. Ms. Gray previously served on the Board of Directors of Morphic Holding, Inc. (the parent company of Morphic Therapeutic, Inc.), a biotech company, from April 2021 to August 2024 and Apria, Inc., a healthcare company, from May 2021 to March 2022, when Apria, Inc. was acquired by Owens & Minor, Inc. Ms. Gray served as the Chief Financial Officer of Royalty Pharma Management LLC (“Royalty Pharma”), a buyer of pharmaceutical royalties, from January 2005 to December 2018. Ms. Gray was promoted to Executive Vice President of Finance and Strategy in December 2018 and retired from Royalty Pharma in September 2019. Prior to Royalty Pharma, Ms. Gray served as a managing director and senior analyst covering the healthcare sector of CIBC World Markets’ high yield group from 2002 to 2004, and also previously served in similar roles at Merrill Lynch and Chase Securities (predecessor of J.P. Morgan Securities). Ms. Gray holds an MBA from Columbia University and a BA in Social Studies from Wesleyan University. We determined that Ms. Gray’s extensive executive experience in the pharmaceutical industry, as well as her financial expertise, qualify her to serve as a director on the Board. Gregory T. Lucier has served on the Board since our IPO in November 2020 and has served as a member of MLSH 1’s board since January 2020. Mr. Lucier, a 30-year veteran of the healthcare industry, currently serves as the Executive Chairman and Chief Executive Officer of Corza Health, Inc. (“Corza Health”), a life sciences company. Mr. Lucier previously served as Corza Health’s Executive Chairman from February 2021 to December 2024 and served as served as the Chief Executive Officer of Corza Health from April 2019 until January 2021. Prior to Corza Health, Mr. Lucier was Chief Executive Officer of NuVasive, Inc. (“NuVasive”) from June 2015 to November 2018, and served as Chairman of the Board for NuVasive from March 2015 until May 2021. NuVasive is an innovative medical device company specializing in minimally invasive spine surgery. Prior to NuVasive, from 2003 to 2014, Mr. Lucier served as Chair and CEO of Life Technologies, Inc. (“Life Technologies”). Mr. Lucier’s early career included roles as a corporate officer of General Electric Company and as an executive at GE Medical Systems Information Technologies, Inc., a healthcare company. Mr. Lucier serves as a director of Dentsply Sirona Inc., a global provider of professional dental products and technologies and served as director of PhenomeX (formerly Berkeley Lights) from December 2021 to September 2023, when PhenomeX was acquired by Bruker Corporation and as director of Catalent, Inc., a global pharmaceutical products manufacturer from 2015 until its acquisition by Novo Holdings in 2024. Mr. Lucier holds an MBA from Harvard Business School and a BA in Industrial Engineering from Pennsylvania State University. We determined Mr. Lucier’s extensive experience in the healthcare and medical device industry, in addition to his experience on multiple public and private boards of directors, qualify him to serve as a director on the Board. Luke Marker has served on the Board since our IPO in November 2020 and has served as a member of MLSH 1’s board since 2016. Mr. Marker joined GTCR in 2009 where he is currently Managing Director. Prior to joining GTCR, he worked in the investment banking division at Lehman Brothers and Barclays Capital. Mr. Marker holds an MBA with distinction from Harvard Business School and a BA in Mathematics and Economics from Kalamazoo College. Mr. Marker also serves as a director of private companies Biocoat, Corza Medical and Regatta Medical. We determined that Mr. Marker’s directorship experience with similar companies and extensive experience in the healthcare, pharmaceutical and life sciences industries qualify him to serve as a director on the Board.
Continuing Directors
William E. Martin, III has served on the Board since July 2024. Mr. Martin has served as our Chief Executive Officer since July 27, 2023, and previously served as our Chief Executive Officer from September 30, 2022 to October 18, 2022, when he was placed on a paid leave of absence as a result of a lawsuit claiming violation of a noncompetition agreement filed by two of Mr. Martin’s former employers. Following the settlement of such dispute, Mr. Martin was appointed President of our Biologics Safety Testing operating division on December 5, 2022, and served in such capacity until he assumed the role as our Chief Executive Officer on July 27, 2023. Prior to joining Maravai, Mr. Martin was Senior Vice President, New Business—Genomic Medicine at Danaher Corporation, a global science and technology company, from July 2021 to July 2022. Mr. Martin joined Danaher in 2018 in connection with its acquisition of Integrated DNA Technologies (“IDT”), a supplier of custom nucleic acids, where he served as President of the IDT business under Danaher’s ownership from April 2018 to July 2021. Prior to the acquisition, Mr. Martin served in a variety of roles at IDT since March 1994 and was Chief Operating Officer at the time of the acquisition by Danaher. Mr. Martin holds a BS in biochemistry from the University of Iowa. Mr. Martin is a valuable member of the Board due to his experience as our Chief Executive Officer and his executive experience at other life science companies. Constantine Mihas has served on the Board since our IPO in November 2020 and on our Compensation and Leadership Development Committee since October 2022, and has served as a member MLSH 1’s board since March 2016. Previously, Mr. Mihas served as Chair of the Compensation and Nominating Committee from our IPO in November 2020 until October 2022. Mr. Mihas also serves on the Board of Directors of Sotera Health. Mr. Mihas joined GTCR in 2001 where he is currently Co-CEO and Managing Director. Prior to joining GTCR, Mr. Mihas was Chief Executive Officer and co-founder of Delray Farms, LLC (“Delray Farms”), a specialty food retailer. Prior to Delray Farms, Mr. Mihas was with McKinsey & Company, Inc., a consulting firm. Mr. Mihas holds an MBA with distinction from the Harvard Business School and a BS in Finance and Economics from the University of Illinois, Chicago. We determined that Mr. Mihas’ directorship experience with similar companies, deep business background, and extensive experience in the healthcare, pharmaceutical and life sciences industries qualify him to serve as a director on the Board.
Board Meetings and Committees
| 14. | reviewing and making recommendations to the Board with respect to director compensation and benefits; |
Compensation Philosophy and Objectives
| • | Alignment with long-term shareholders’ interests. We believe our executives’ interests are directly aligned with those of our shareholders through the use of long-term equity incentives that align the value of the compensation program with stock price growth. |
Compensation Philosophy and Objectives
| • | Rewarding superior performance. We believe that performance which exceeds target levels should be appropriately rewarded. We also believe there should be downside risk of below-target payouts if individual performance (as applicable) or Company financial performance is below target or if strategic objectives are not achieved. Except for the CEO, whose annual incentive plan is fully aligned to Company financial objectives, our annual incentive plan recognizes both Company and individual performance and aligns payouts relative to achievements against target objectives. |
Compensation Philosophy and Objectives
| Compensation Component | Purpose | | Base Salary A fixed cash element of compensation paid bi-weekly | ✓ Provide pay that is competitive based on the position, scope of responsibilities, breadth and depth of experience, and performance to date. ✓ Enable the Company to attract, motivate, and retain critical executive talent with the necessary qualifications. | | Bonus A variable cash element tied to the achievement of annual Company financial and individual performance goals (as applicable) | ✓ Focus NEOs on achieving progressively challenging short-term performance goals that align with the Company’s annual operating plan and strategic objectives. ✓ Align incentive payments with results and achievements against targets. | | Equity Awards Stock-based compensation with vesting and other design features intended to align with long-term value creation | ✓ Focus our NEOs on strategic objectives that enhance the value of the business in the short- and long-term. ✓ Support ownership values and deliver retention incentives that increase the commitment needed to deliver on the Company’s strategies over multiple years. ✓ Promote alignment with shareholder interests by incenting stock price appreciation. |
Role of the Compensation and Leadership Development Committee and Board
| • | Establishing performance measures, weightings and targets; |
Role of the Compensation and Leadership Development Committee and Board
| • | Granting equity awards; and |
Role of the Compensation and Leadership Development Committee and Board
| • | Determining payouts. |
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant The Compensation and Leadership Development Committee has the authority to retain compensation consultants and other advisors to assist it in fulfilling its duties and responsibilities and has directly retained Meridian, an independent compensation consulting firm, to provide research and analysis and to make recommendations on the form and level of executive compensation. The Compensation and Leadership Development Committee sought input from Meridian on executive compensation matters for 2024, including the design and competitive position of our executive compensation program, our 2024 Peer Group (as defined below), appropriate compensation levels, and evolving compensation trends. Based on its consideration of the various factors set forth in the rules promulgated by the SEC and the Nasdaq listing rules, the Compensation and Leadership Development Committee has determined that the work performed by Meridian has not raised any conflict of interest.
Competitive Positioning
Competitive Positioning Meridian presented a competitive market analysis to support the Compensation and Leadership Development Committee in connection with its executive and non-employee director compensation decisions made in the first half of 2024. To develop an understanding of the competitive marketplace, the Compensation and Leadership Development Committee reviewed the executive compensation practices of a group of publicly-traded companies and broader life sciences data from Radford’s proprietary survey database. Meridian worked with the Compensation and Leadership Development Committee to establish the Company’s 2024 Peer Group. The Compensation and Leadership Development Committee uses the market analysis as a reference point to ensure that our executive compensation program is competitive with market practice. In the case of each executive officer, the Compensation and Leadership Development Committee considers the overall compensation of each individual against the compensation data developed through the market analysis, and whether his or her position is sufficiently similar to the positions identified in the data to make the comparison meaningful. Ultimately, the Compensation and Leadership Development Committee’s decisions with respect to each executive’s total compensation, and each individual compensation element, are based in large part on its assessment of Company and individual performance as well as other factors, such as internal pay equity. At the time of the peer group review for 2024, demand for COVID-19 related products and services had subsided, impacting our financial performance, including our revenue. Relative to the 17 peers in the 2023 Peer Group, we were positioned 15th out of 18 in terms of trailing twelve months revenue and 16th out of 18 in terms of market capitalization. The Compensation and Leadership Development Committee and Meridian reviewed and considered factors such as labor market competitors, industry, total revenue, market capitalization, growth and profitability margins in determining how to modify the 2023 peer group in order to create a 2024 Peer Group to be used in making compensation decisions for 2024. Relative to the 2023 peer group, the Compensation and Leadership Development Committee approved the removal of Bruker Corporation, Medpace Holdings, Inc. and Waters Corporation, each of whom, at the time of selection of the revised peer group, were much larger than us with respect to revenue and market capitalization while also being less relevant labor market competitors as compared to other large peers such as Bio-Rad Laboratories, Inc. The Compensation and Leadership Development Committee also approved the addition of Cytek Biosciences, Inc., Fulgent Genetics, Inc., NeoGenomics, Inc., Twist Bioscience Corp, and Veracyte, Inc, each of whom had lower revenue than our own at time of selection, and, to further expand the overall size of the peer group, Lantheus Holdings, Inc. Following these updates, the peer group for 2024 (the “2024 Peer Group”) represented a robust sample of 20 sector-relevant companies, as follows:
Competitive Positioning
| 10x Genomics Inc. | Masimo Corporation | | Azenta, Inc. | Natera, Inc. | | Bio-Rad Laboratories, Inc. | Neogen Corporation | | Bio-Techne Corporation | NeoGenomics, Inc. (1) | | Cytek Biosciences, Inc. (1) | Neurocrine Biosciences, Inc. | | Fulgent Genetics, Inc. (1) | Repligen Corporation | | Globus Medical, Inc. | Sotera Health Company | | Halozyme Therapeutics, Inc. | Tandem Diabetes Care, Inc. | | Insulet Corporation | Twist Bioscience Corp. (1) | | Lantheus Holdings, Inc. (1) | Veracyte, Inc. (1) |
Competitive Positioning
| (1) New addition for 2024 Peer Group. |
Competitive Positioning
At time of selection, we were positioned 13th out of 21 companies with respect to trailing twelve months revenue and 14th out of 21 companies with respect to market capitalization.
Annual Bonus
Annual Bonus The Compensation and Leadership Development Committee periodically reviews and determines (for each NEO other than the CEO) and recommends to the Board (for the CEO) the target annual bonus award opportunities (expressed as a percentage of base salary) that each of the NEOs is eligible to earn. The target annual bonus award opportunity for each NEO was initially established in his or her employment agreement and is reviewed periodically by the Compensation and Leadership Development Committee. The actual annual bonus amount earned each year by our NEOs may be more or less than the target amount depending on an assessment of the performance of the Company (the company performance factor or “CPF”) and, for our NEOs other than the CEO, the individual’s performance against a set of pre-established goals and objectives (the individual performance factor or “IPF”), in each case, conducted after the end of the fiscal year. For the 2024 annual bonus (the “2024 Annual Bonus”), CPF referenced both revenue and Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“Adjusted EBITDA”) goals, which were weighted 70% and 30%, respectively. Revenue is revenue as determined in accordance with GAAP, as reflected in our consolidated financial statements. Adjusted EBITDA is a non-GAAP financial measure and is defined at the end of this Compensation Discussion and Analysis. The table below illustrates the CPF application to various levels of performance against our 2024 Annual Bonus goals. Revenue and Adjusted EBITDA achievement relative to 2024 Annual Bonus goals determine performance scores for each metric. For the 2024 Annual Bonus Goals, the revenue target was $291.7 million, and the Adjusted EBITDA target was $65.3 million. A weighted average of the applicable performance scores for each metric is calculated to produce the CPF (expressed as a percentage of target bonus award opportunity, rounded to the next whole percentage point), subject to a maximum CPF equal to 200% of target, which is then multiplied by the NEO’s bonus target. Linear interpolation is applied to the performance scores for performance between threshold and target and between target and maximum. Achievement of 100% of target goals (referencing our 2024 budget) for both revenue and Adjusted EBITDA would fund a payout at 100% of target bonus award opportunities for the CPF portion of the bonus. For both the revenue and Adjusted EBITDA components, threshold achievement of 80% of the target goal was necessary to fund the minimum payout of 50% of target bonus allocated to the measure, and achievement of 120% or greater of the target goal would result in a maximum payout of 200% of target bonus allocated to the measure. Individual performance objectives for the IPF are described below. In 2024, for our NEOs other than the CEO (who did not have an IPF component), the CPF received 80% weighting while the IPF received 20% weighting. Each NEO’s annual bonus payout was determined using the following formulae:
Annual Bonus
| • | For CEO: (Base Salary x Target Bonus %) x (CPF) = Payout |
Annual Bonus
| • | For other NEOs: [(Base Salary x Target Bonus %) x (CPF x 80%)] + [(Base Salary x Target Bonus %) x (IPF x 20%)] = Payout |
Achievement of Individual Performance Factor
| | Target Bonus Award Opportunity | | CPF | | IPF | | Actual Bonus Award | | | Name | % of Base Salary | Dollar Value ($) | Weight-ing | Score | Weight-ing | Score | % of Target Dollar Value | Dollar Value ($) | | Mr. Martin | 125% | 975,000 | 100% | 50.5% | 0% | N/A | 51% | 492,375 | | Mr. Herde | 70% | 345,065 | 80% | 50.5% | 20% | 100% | 60% | 208,419 | | Dr. Leddy | 70% | 340,696 | 80% | 50.5% | 20% | 100% | 60% | 205,781 | | Mr. Burch | 70% | 333,270 | 80% | 50.5% | 20% | 60% | 52% | 174,633 | | Ms. Buzzeo | 50% | 234,000 | 80% | 50.5% | 20% | 100% | 60% | 141,336 |
Equity Awards
Equity Awards
2024 Incentive Equity Awards
2024 Incentive Equity Awards On January 16, 2024, we granted annual equity awards to our NEOs, comprised of RSUs under the Maravai LifeSciences Holdings, Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”). We used RSUs due to the retentive effect of time-based RSUs. The Compensation and Leadership Development Committee selected RSUs as the equity vehicle after considering market practices, the overall level of pay for our executives and the long-term orientation of the equity award vehicle. The Compensation and Leadership Development Committee approved the following equity incentives to our NEOs in 2024:
2024 Incentive Equity Awards
| Name | Date of Grant | Grant Date Fair Value ($) | Restricted Stock Units (1) | | Mr. Martin | 1/16/2024 | 4,876,608 | 758,415 | | Mr. Herde | 1/16/2024 | 1,609,281 | 250,277 | | Dr. Leddy | 1/16/2024 | 1,609,281 | 250,277 | | Mr. Burch | 1/16/2024 | 1,901,878 | 295,782 | | Ms. Buzzeo | 1/16/2024 | 1,853,113 | 288,198 |
2024 Incentive Equity Awards
| (1) The RSUs vest one-half on January 15, 2025 and one-half on January 15, 2026, subject to continued employment through each vesting date. |
2024 Incentive Equity Awards
Except for Mr. Martin, whose 2023 equity award was limited to performance-based restricted stock units intended to provide a more meaningful incentive in light of the difference between our then-current stock price and the $60 and $100 performance targets associated with inducement performance stock units he received upon hire, and Ms. Buzzeo, whose role expanded materially since her 2023 award, these grant date fair values represent a reduction ranging from 26% to 28% as compared to grant date fair values of 2023 awards. After considering the reduction in targeted values as compared to the prior year, the importance of fostering management continuity during 2024 following the leadership transitions at the Company in 2023, and the modest value attributable to unvested equity awards issued in prior years, including underwater options, the Compensation and Leadership Development Committee determined to shorten the vesting schedule from its prior practice of vesting in three equal tranches over three years to two equal tranches over two years.
Employment Agreements and Severance Benefits
Employment Agreements and Severance Benefits We are party to employment agreements with our NEOs, which provide eligibility for severance payments and benefits in connection with certain qualifying terminations of employment, including enhanced severance payments and benefits in connection with such qualifying termination that occurs in connection with a change in control. Upon his termination of employment in January 2025, Mr. Burch received severance in accordance with the terms of his employment agreement. The terms of the employment agreements with our NEOs are described in the sections captioned “Narrative to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table” and “Potential Payments upon a Termination of Employment or a Change in Control.” The NEOs’ outstanding equity awards are generally subject to accelerated vesting upon certain qualifying terminations of employment that occur within two years of a change in control. For additional detail, see the section titled “—Equity Awards—2023 Amendments to Certain Outstanding Incentive Equity Awards” above and the section titled “Potential Payments upon a Termination of Employment or a Change in Control” below.
and Backdating
and Backdating The Compensation and Leadership Development Committee does not re-price and has not re-priced options to purchase shares of our Class A common stock, consistent with the Omnibus Plan, which prohibits re-pricing of equity awards without shareholder approval. The grant date for each equity award is based on the date the award is approved by the Compensation and Leadership Development Committee or the independent members of the Board, as applicable. Options to purchase shares of our Class A common stock are granted with an exercise price equal to the closing market price of our Class A common stock on the date of grant.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | William E. Martin, III Chief Executive Officer | 2024 | 775,385 | — | 4,876,608 | — | 492,375 | 236,031 | 6,380,399 | | | 2023 | 750,000 | — | 1,314,000 | — | — | 237,864 | 2,301,864 | | | 2022 | 660,385 | 470,000 | 8,026,629 | 4,427,248 | 937,500 | 1,731 | 14,523,493 | | Kevin Herde Chief Financial Officer | 2024 | 489,346 | 69,013 | 1,609,281 | — | 139,406 | 32,318 | 2,339,364 | | | 2023 | 472,791 | 66,679 | 1,125,309 | 1,119,073 | — | 9,150 | 2,793,002 | | | 2022 | 448,431 | — | 513,240 | 449,966 | 320,695 | 9,150 | 1,741,482 | | Peter Leddy, PhD Chief Administrative Officer | 2024 | 483,137 | 68,139 | 1,609,281 | — | 137,641 | 65,566 | 2,363,764 | | | 2023 | 467,135 | 75,710 | 1,125,309 | 1,119,073 | — | 40,549 | 2,827,776 | | | 2022 | 333,654 | 100,000 | 1,583,640 | 1,582,862 | 318,150 | 5,192 | 3,923,498 | | Andrew Burch (5) Former President, Nucleic Acid Production | 2024 | 472,583 | 39,992 | 1,901,878 | — | 134,641 | 9,150 | 2,558,244 | | | 2023 | 371,539 | 44,462 | 1,993,896 | 573,760 | — | 9,150 | 2,992,807 | | Rebecca Buzzeo (6) Chief Commercial Officer | 2024 | 465,231 | 46,800 | 1,853,113 | — | 94,536 | — | 2,459,680 |
Summary Compensation Table
| (1) The amounts reported in the Bonus column for 2024 represent the portion of the 2024 Annual Bonus paid out to Messrs. Herde and Burch, Dr. Leddy and Ms. Buzzeo in respect of the discretionary IPF component. |
Summary Compensation Table
| (2) The amounts reported in the Stock Awards column for all NEOs represent the grant date fair value of restricted stock units with respect to our Class A common stock, in each case, granted to the NEOs under the Omnibus Plan, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. |
Summary Compensation Table
| (3) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the portion of the 2024 Annual Bonus paid to the NEOs in respect of the CPF component. For Mr. Martin, the amount reported reflects his full 2024 Annual Bonus payout, because his 2024 Annual Bonus was based solely on the CPF component See the section entitled “Annual Bonus” above and “Narrative Disclosure to Summary Compensation Table—Employment Agreements” below for additional details. |
Summary Compensation Table
| (4) The amounts reported in the All Other Compensation column for 2024 include the amount detailed in the table below titled “Components of All Other Compensation.” |
Summary Compensation Table
| (5) Mr. Burch was not a named executive officer for the fiscal year ended December 31, 2022; therefore, we did not include his compensation for such fiscal year. |
Summary Compensation Table
| (6) Ms. Buzzeo was not a named executive officer for the fiscal years ended December 31, 2022 or December 31, 2023; therefore, we did not include her prior compensation. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended December 31, 2024 with respect to our NEOs.
2024 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All other stock awards: Number of shares of stock or units (#) (2) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards (3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | William E. Martin, III | 1/16/2024 | 1/4/2024 | 146,250 | 975,000 | 1,950,000 | 758,415 | | | 4,876,608 | | Kevin Herde | 1/16/2024 | 1/4/2024 | 41,408 | 276,052 | 552,104 | 250,277 | | | 1,609,281 | | Peter Leddy, PhD | 1/16/2024 | 1/4/2024 | 40,884 | 272,557 | 545,114 | 250,277 | | | 1,609,281 | | Andrew Burch | 1/16/2024 | 1/4/2024 | 39,992 | 266,616 | 533,232 | 295,782 | | | 1,901,878 | | Rebecca Buzzeo | 1/16/2024 | 1/4/2024 | 28,080 | 187,200 | 374,400 | 288,198 | | | 1,853,113 |
2024 Grants of Plan-Based Awards
| (1) Represents threshold, target and maximum annual cash incentive for the CPF component of the 2024 Annual Bonus opportunities granted to our NEOs. For Mr. Martin, his target annual cash incentive was solely based on the CPF component and for Ms. Buzzeo, Messrs. Herde and Burch, and Dr. Leddy, 80% of their target annual cash incentive was based on the CPF component and 20% of their target annual cash incentive was based on the discretionary IPF component, which is not reported in this table but is described above in the section entitled “Compensation Discussion and Analysis—Compensation Elements—Annual Bonus.” The threshold amount for each executive officer is 15% of the target with respect to the portion attributable to the CPF, which is the minimum amount payable if threshold performance for the CPF is achieved. If the threshold is not achieved with respect to the CPF, the payment with respect to the portion of the 2024 Annual Bonus attributable to the CPF would be zero. Achievement of target performance for the CPF would result in a payout at 100% of the 2024 Annual Bonus attributable to the CPF. The maximum amount for each executive officer is 200% of the portion of the target attributable to the CPF. The pre-established company performance metrics for the CPF for the 2024 fiscal year consisted of Revenue (weighted 70%) and Adjusted EBITDA (weighted 30%). |
2024 Grants of Plan-Based Awards
| (2) Amount shown is the number of time-based restricted stock units with respect to our Class A common stock awarded on January 16, 2024. The restricted stock units will vest in equal installments on January 15 of each of 2025 and 2026, subject to such NEO’s continued employment through each vesting date. |
2024 Grants of Plan-Based Awards
| (3) Grant date fair values reported were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. See Footnote 2 to the “Summary Compensation Table” above for assumptions used in calculating the grant date fair values of the equity awards reported herein. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes, for each of the NEOs, the number of stock options with respect to our Class A common stock, restricted stock units with respect to our Class A common stock, performance stock units with respect to our Class A common stock, and MLSH 1 Units held as of December 31, 2024. Market value is based on the closing market price of our Class A Common Stock as of December 31, 2024 of $5.45.
Outstanding Equity Awards at Fiscal Year-End
| Name(1) | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | William E. Martin, III | | | | | | | | | | | Restricted Stock Units | 1/16/2024 | | | | | 758,415(2) | 4,133,362 | | | | Performance Stock Units | 8/21/2023 | | | | | | | 300,000(3) | 1,635,000 | | Stock Options | 10/17/2022 | 218,804 | 185,142(4) | 19.42 | 10/17/2032 | | | | | | Restricted Stock Units | 10/17/2022 | | | | | 76,012(5) | 414,265 | | | | Performance Stock Units | 10/17/2022 | | | | | | | 240,038(6) | 1,308,207 | | Kevin Herde | | | | | | | | | | | Restricted Stock Units | 1/16/2024 | | | | | 250,277(2) | 1,364,010 | | | | Stock Options | 3/15/2023 | 62,563 | 80,437(7) | 15.52 | 3/15/2033 | | | | | | Restricted Stock Units | 3/15/2023 | | | | | 48,338(8) | 263,442 | | | | Stock Options | 1/25/2022 | 25,642 | 10,558(9) | 26.32 | 1/25/2032 | | | | | | Restricted Stock Units | 1/25/2022 | | | | | 6,500(10) | 35,425 | | | | Stock Options | 11/19/2020 | 60,000 | | 27.00 | 11/19/2030 | | | | | | MLSH 1 Incentive Units | 12/13/2019 | 25,000 | | N/A(11) | N/A(11) | | | | | | MLSH 1 Incentive Units | 5/30/2017 | 91,754 | — | N/A(11) | N/A(11) | | | | | | Peter Leddy, PhD | | | | | | | | | | | Restricted Stock Units | 1/16/2024 | | | | | 250,277(2) | 1,364,010 | | | | Stock Options | 3/15/2023 | 62,563 | 80,437(7) | 15.52 | 3/15/2033 | | | | | | Restricted Stock Units | 3/15/2023 | | | | | 48,338(8) | 263,442 | | | | Stock Options | 7/15/2022 | 74,248 | 48,645(12) | 24.94 | 7/15/2032 | | | | | | Restricted Stock Units | 7/15/2022 | | | | | 21,166(13) | 115,355 | | | | Andrew Burch | | | | | | | | | | | Restricted Stock Units | 1/16/2024 | | | | | 295,782(2) | 1,612,012 | | | | Stock Options | 4/17/2023 | 33,333 | 46,667(14) | 14.14 | 4/17/2033 | | | | | | Restricted Stock Units | 4/17/2023 | | | | | 94,007(15) | 512,338 | | | | Becky Buzzeo | | | | | | | | | | | Restricted Stock Units | 1/16/2024 | | | | | 288,198(2) | 1,570,679 | | | | Stock Options | 3/15/2023 | 37,187 | 47,813(7) | 15.52 | 3/15/2033 | | | | | | Restricted Stock Units | 3/15/2023 | | | | | 28,434(8) | 154,965 | | | | Stock Options | 11/15/2022 | 39,274 | 36,132(12) | 14.99 | 11/15/2032 | | | | | | Restricted Stock Units | 11/15/2022 | — | | | | 14,377(16) | 78,355 | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) This table reflects information regarding stock options with respect to our Class A common stock, restricted stock units with respect to our Class A common stock, performance stock units with respect to our Class A common stock and MLSH 1 Units granted to our Named Executive Officers that were outstanding as of December 31, 2024. For more information on these stock options and incentive units, see “Compensation Discussion and Analysis—Equity Awards.” |
Outstanding Equity Awards at Fiscal Year-End
| (2) Under the terms of the applicable restricted stock unit award agreement, half of these restricted stock units vested on January 15, 2025, and the remaining half will vest on January 15, 2026, subject to such executive’s continued employment through such vesting date. For |
Outstanding Equity Awards at Fiscal Year-End
| Mr. Burch, the restricted stock units that remained unvested as of his termination of service on January 16, 2025 were forfeited in accordance with their terms. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Under the terms of the applicable performance stock unit award agreement, 50,000 of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $15 (as adjusted for stock splits, stock dividends and other similar events) on August 21, 2026, an additional 125,000 of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $25 (as adjusted for stock splits, stock dividends and other similar events) on August 21, 2026, and the remaining 125,000 of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $30 (as adjusted for stock splits, stock dividends and other similar events) on August 21, 2026, in each case subject to Mr. Martin’s continued employment through such date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Under the terms of the applicable stock option award agreement, these stock options vest 25% on October 15, 2023, and monthly thereafter over the next three years subject to Mr. Martin’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units will vest on October 15, 2025, subject to Mr. Martin’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Under the terms of the applicable performance stock unit award agreement, 50% of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $60 (as adjusted for stock splits, stock dividends and other similar events) on October 17, 2025, and the remaining fifty percent of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $100 (as adjusted for stock splits, stock dividends and other similar events) on October 17, 2025, in each case subject to Mr. Martin’s continued employment through such date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Under the terms of the applicable stock option award agreement, these stock options will vest in equal installments on the 15th of every month from April 2023 through March 2027, subject to such executive’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Under the terms of the applicable restricted stock unit award agreement, half of these restricted stock units vested on March 15, 2025, and the remaining half will vest on March 15, 2026, subject to such executive’s continued employment through such vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Under the terms of the applicable stock option award agreement, these stock options will vest in equal installments on the 15th of every month from March 2022 through February 2026, subject to such executive’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (10) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units vested on February 15, 2025, subject to such executive’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (11) These equity awards are not traditional options and, therefore, there is no exercise price or option expiration date associated with them. |
Outstanding Equity Awards at Fiscal Year-End
| (12) Under the terms of the applicable stock option award agreement, these stock options vest 25% on the first anniversary of the grant date and monthly thereafter over the next three years, subject to such executive’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (13) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units will vest on July 15, 2025, subject to Dr. Leddy’s continued employment through such vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (14) Under the terms of the applicable stock option award agreement, these stock options vest 25% on April 15, 2024, and monthly thereafter over the next three years subject to Mr. Burch’s continued employment through each vesting date. The unvested stock options that remained unvested as of Mr. Burch’s termination of service on January 16, 2025 were forfeited in accordance with their terms. |
Outstanding Equity Awards at Fiscal Year-End
| (15) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units were eligible to vest in equal installments on April 15 of each of 2025 and 2026, subject to Mr. Burch’s continued employment through each vesting date. These restricted stock units were forfeited in accordance with their terms upon Mr. Burch’s termination of service on January 16, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (16) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units will vest on November 15, 2025, subject to Ms. Buzzeo’s continued employment through such vesting date. |
Options Exercised and Stock Vested
Options Exercised and Stock Vested The following table sets forth certain information with respect to the vesting of stock awards and MLSH 1 Units during the fiscal year ended December 31, 2024 with respect to our NEOs. No options held by NEOs were exercised, nor did any PSUs held by NEOs vest, during the fiscal year ended December 31, 2024.
Options Exercised and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | William E. Martin, III | 136,021 | 1,127,614 | | Kevin Herde | 35,669 | 221,721 | | Peter Leddy, PhD | 45,335 | 371,515 | | Andrew Burch | 47,004 | 381,202 | | Rebecca Buzzeo | 28,595 | 173,022 |
Options Exercised and Stock Vested
| (1) The amounts in this column represent the number of RSU shares or MLSH 1 Units that vested in the fiscal year ended December 31, 2024. With respect to RSUs, the actual number of shares issued was the number of shares vested reduced by the number of shares withheld to satisfy applicable tax withholdings. |
Options Exercised and Stock Vested
| (2) The value realized equals the closing price of our Class A Common Stock on the vesting dates, multiplied by the number of restricted stock units that vested. The amount reflected does not include any value with respect to any MLSH 1 Units that vested in the fiscal year ended December 31, 2024, if applicable, as such equity awards are not traditional options and, therefore, there is no immediate value realized on vesting. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Each of the NEOs are party to employment agreements that provide for severance benefits (as described below), in the event the NEO’s employment is terminated (i) by the Board without “cause” (a “Termination without Cause”) or, with respect to certain NEOs, by such NEOs for “good reason” (a “Termination for Good Reason”), prior to a Change in Control (as defined in the Omnibus Plan) or (ii) more than two years after a Change in Control. Additionally, the NEOs are entitled to enhanced severance benefits upon a termination without “cause” or a resignation for “good reason” that occurs upon or within two years immediately following a Change in Control (a “Change in Control Termination”). Such severance benefits, in each case, are subject to each NEO’s execution and non-revocation of a general release of claims. Upon a termination for any reason, the NEO will receive any payments or benefits that have been accrued through the date of termination or are required to be paid pursuant to applicable law. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Mr. Martin, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Mr. Martin is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Mr. Martin’s severance benefits in the event of a Termination without Cause or a Termination for Good Reason that is not a Change in Control Termination consist of: any earned and unpaid annual bonus for the calendar year ending prior to the date of termination (“Earned Bonus Severance”); a pro-rated target annual bonus for the fiscal year during which Mr. Martin’s termination occurs (“Pro Rata Bonus Severance”); continued payment of base salary (“Base Salary Severance”) for a period of 12 months, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination. Additionally, Mr. Martin will receive a payment equivalent to the amount the COBRA premium would be for Mr. Martins’ health coverage prior to the termination (for Mr. Matin and Mr. Martin’s family to the extent applicable) (the “COBRA Severance”) for up to 12 months. In the event of a Change in Control Termination, Mr. Martin will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; an amount equal to two times the greatest of: (I) Mr. Martin’s target annual bonus for the fiscal year in which the Change in Control Termination occurs; (II) the calculation of an annual bonus based on (a) Mr. Martin’s annual base salary and annual bonus target in place at the time of the Change in Control and (b) the average of the Company Performance Factor achievement percentage applied to calculate annual bonuses under the Company’s annual bonus program with respect to the two fiscal years prior to the fiscal year in which the Change in Control Termination occurs; and (III) the annualized amount accrued by the Company in its financial statements as of the date of the Change in Control Termination with respect to Mr. Martin’s annual bonus for the fiscal year in which the Change in Control Termination occurs, in each case payable during the twenty-four month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination (“CIC Termination Bonus Severance”); 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Mr. Herde, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Mr. Herde is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Mr. Herde’s severance benefits consist of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months of Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Mr. Herde will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; the CIC Termination Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Dr. Leddy, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Dr. Leddy is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Dr. Leddy’s severance benefits consist of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months continued Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Dr. Leddy will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; the CIC Termination Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months. Pursuant to the Second Amended and Restated Employment Agreement entered into as of February 25, 2024, between Mr. Burch, Maravai LifeSciences Holdings, Inc. and TriLink Biotechnologies, LLC, as a result of Mr. Burch’s termination of employment on January 16, 2025, he received severance benefits pursuant to such employment agreement consisting of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months continued Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Ms. Buzzeo, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Ms. Buzzeo is entitled to certain severance benefits upon a Termination without Cause or a Change in Control Termination. Ms. Buzzeo’s severance benefits consist of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months continued Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Ms. Buzzeo will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; the CIC Termination Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months.
Potential Payments Upon Termination or Change in Control
No NEO shall be entitled to receive the severance benefits described above unless such NEO has timely executed and delivered within 30 calendar days of such NEO’s separation, or, in the event that the NEO’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 60 days following the date of such NEO’s separation, a general release and separation agreement (a “Release Agreement”) (and such Release Agreement shall become in full force and effect and not have been timely revoked as may be permitted by its terms), and such NEO shall be entitled to receive such severance benefits only so long as such NEO has not breached any of the provisions of such Release Agreement or the Non-Competition and Non-Solicitation Covenants (as defined below). The employment agreements also subject the NEOs to certain restrictive covenants, including perpetual confidentiality, assignment of inventions, non-competition and non-solicitation covenants (the “Non-Competition and Non-Solicitation Covenants”). The Non-Competition and Non-Solicitation Covenants apply during each of the NEO’s employment and, with respect to the non-solicitation covenants only, for one-year following the NEO’s termination of employment. Pursuant to the applicable award agreements (and amendments thereto made in May 2023), unvested stock options and restricted stock units will become 100% vested and exercisable (if applicable) if such NEO’s employment is terminated by us without “cause” or by the NEO for “good reason” within two years following a “change in control,” each as defined in the NEO’s employment agreement. Additionally, with respect to Mr. Martin’s PSUs, in the event a change in control (as defined in the Omnibus Plan) occurs prior to third anniversary of the grant date, the PSUs automatically convert into time-based restricted stock units that would vest immediately upon a termination of Mr. Martin’s employment by the Company without “cause” or by Mr. Martin for “good reason” (each, as defined in Mr. Martin’s employment agreement) occurring within two years of such change in control. The NEOs are eligible to receive consideration with respect to their outstanding MLSH 1 Units upon a “sale” of MLSH 1, which is generally the sale of (i) MLSH 1’s equity securities pursuant to which an independent third party or parties acquires a majority of the equity securities or voting power to elect a majority of the board of directors of MLSH 1 or (ii) all or substantially all of MLSH 1’s assets on a consolidated basis (a “MLSH 1 Sale”). The following table sets forth quantitative estimates of the benefits that would have accrued to each of our NEOs if such NEO’s employment had been terminated without cause on December 31, 2024. Amounts below reflect potential payments pursuant to the employment agreements for such NEOs.
Potential Payments Upon Termination or Change in Control
| | Qualifying Termination (Non-Change in Control) | | Qualifying Termination (Change in Control) | | | Change in Control | | Name of Executive Officer | Cash Severance Benefits ($) (1) | Continued Health Benefits ($) | Cash Severance Benefits ($) (2) | Continued Health Benefits ($) | Value of Accelerated Equity Awards ($) (3) | Value of Accelerated Equity Awards ($) (4) | | William E. Martin, III | 1,755,000 | 24,517 | 4,485,000 | 36,775 | 7,490,834 | N/A | | Kevin Herde | 838,015 | 28,275 | 2,021,095 | 42,412 | 1,662,877 | — | | Peter Leddy, PhD | 827,405 | 28,275 | 1,995,507 | 42,412 | 1,742,806 | N/A | | Andrew Burch | 809,370 | 28,275 | 1,952,010 | 42,412 | 2,124,350 | N/A | | Rebecca Buzzeo | 702,000 | 7,964 | 1,638,000 | 11,946 | 1,803,999 | N/A |
Potential Payments Upon Termination or Change in Control
| (1) Represents the potential payments upon a Termination without Cause or a Termination for Good Reason, as applicable, on December 31, 2024. |
Potential Payments Upon Termination or Change in Control
| (2) Represents the potential payments upon a Change in Control Termination in connection with or within the two-year period following a Change in Control. |
Potential Payments Upon Termination or Change in Control
| (3) Represents the value of accelerated vesting of restricted stock units (and for Mr. Martin, including performance stock units that converted to restricted stock units in connection with a Change in Control occurring on December 31, 2024) that would have vested upon a Qualifying Termination in connection with or within the two-year period following a Change in Control. The exercise price of all stock options held by the NEOs exceeded the market price of our Class A common stock on December 31, 2024, and therefore such stock options would have no value if accelerated on such date. |
Potential Payments Upon Termination or Change in Control
| (4) If a MSLH 1 Sale occurred on December 31, 2024, the NEOs would have been eligible to receive consideration in respect of outstanding MLSH 1 Units. The value that would have been conferred to the NEO in connection with such MLSH 1 Sale in respect of such outstanding MLSH 1 Units is not determinable as of December 31, 2024, and therefore was excluded from the table above. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our non-employee directors are eligible to receive the annual cash retainers listed below for their service on the Board and committees of the Board. Non-employee directors who are employees of GTCR or its affiliates have agreed or are otherwise obligated to transfer all or a portion of the cash compensation they receive for their service as directors to GTCR or its affiliates. The retainers are paid in arrears in four equal quarterly installments and prorated for any partial year of service on the Board, and at the election of the non-employee director may be payable in fully vested shares of our Class A common stock.
Non-Employee Director Compensation Policy
| Position | Retainer ($) | | Board Member | 60,000 | | Audit Committee: | | | Chair | 25,000 | | Committee Member | 12,500 | | Compensation and Leadership Development Committee: | | | Chair | 20,000 | | Committee Member | 10,000 | | Nominating, Governance and Risk Committee: | | | Chair | 15,000 | | Committee Member | 7,500 |
Non-Employee Director Compensation Policy
Pursuant to our Non-Employee Director Compensation Policy, in 2024, our non-employee directors received a grant of RSUs (each, an “Annual Grant”) pursuant to the Omnibus Plan with a fair market value on the date of grant equal to approximately $200,000 (based on the twenty trading-day volume-weighted average price of the Company’s Class A Common Stock as of the grant date (the “20-Day VWAP”)). The Annual Grants vest in full upon the earlier to occur of (i) the first anniversary of the date of grant and (ii) the date of the next Annual Meeting of Shareholders of the Company following the date of grant, subject to the respective non-employee director’s continued service on the Board through such date. In the event a new non-employee director is elected or appointed to the Board, such non-employee director will receive an RSU grant pursuant to the Omnibus Plan with a fair market value on the date of grant equal to approximately $400,000 for the director’s first year of service on the Board. The RSUs granted upon a director’s election or appointment vest in three equal installments on the first three anniversaries of the date of grant, subject to such non-employee director’s continued service on the Board through each such anniversary date. In connection with his service as Chairman of the Board, Mr. Eckert (i) received a grant of RSUs pursuant to the Omnibus Plan with a grant date fair value of $750,000 (based on the closing price of the Company’s Class A common stock on the date of grant), of which one-third of the RSUs were fully vested upon the date of grant, and the remaining RSUs will vest in two equal installments on May 22, 2025 and May 22, 2026, and (ii) became eligible to receive an annual cash retainer of $175,000 commencing January 1, 2025, which retainer is payable in arrears in four equal installments. Furthermore, subject to his service as Chairman of the Board on the respective grant dates, Mr. Eckert (i) will receive a grant of a RSUs pursuant to the Omnibus Plan on or around the Annual Meeting with a grant date fair value of $500,000 (based on the closing price of the Company’s Class A common stock on the date of grant), of which one-half of the RSUs shall be fully vested upon the date of grant and the remaining RSUs shall vest on the one-year anniversary of the date of grant, and (ii) beginning in 2026 and beyond, will receive a grant of RSUs pursuant to the Omnibus Plan with a fair market value on the date of grant equal to approximately $200,000 (based on the 20-Day VWAP), pursuant to the Non-Employee Director Compensation Policy, with the same vesting terms as the Annual Grants, in each case subject to Mr. Eckert’s continued service on the Board through such date. All non-employee directors are also reimbursed for their reasonable expenses to attend meetings of the Board and related committees and otherwise attend to our business. The following table presents the total compensation for each person who served as a non-employee member of the Board during 2024. Other than as set forth in the table and described more fully below, we did not pay any cash or other compensation, or grant any equity or non-equity awards to, any of the other non-employee members of the Board in 2024. Each of (i) Mr. Hull, our former Executive Chairman of the Board, received, and (ii) Mr. Martin, our Chief Executive Officer, receives no additional compensation for service as a director and, consequently, are not included in this table. The compensation received by Mr. Martin as an employee of the Company is presented in “—Summary Compensation Table.”
Director Compensation
Director Compensation
Director Compensation
| Name | Fees earned or paid in cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Anat Ashkenazi (3) | 46,250 | — | 46,250 | | Sean Cunningham (4) | 67,500 | 222,553 | 290,053 | | Benjamin Daverman (4) | 60,000 | 222,553 | 282,553 | | John De Ford, PhD (5) | 87,500 | 222,553 | 310,053 | | R. Andrew Eckert (6) | — | 750,002 | 750,002 | | Susannah Gray (7) | 95,000 | 222,553 | 317,553 | | Jessica Hopfield, PhD (7) | 87,500 | 222,553 | 310,053 | | Gregory T. Lucier (8) | 60,000 | 222,553 | 282,553 | | Luke Marker (4) | 60,000 | 222,553 | 282,553 | | Constantine Mihas (4) | 70,000 | 222,553 | 292,553 | | Murali K. Prahalad, PhD (9) | 67,500 | 222,553 | 290,053 |
Director Compensation
| (1) The amounts in this column represent the fees attributable to Board and committee service for the fiscal year ended on December 31, 2024. As described above, Messrs. Cunningham, Daverman, Marker and Mihas transferred their fees to an affiliate of GTCR. |
Director Compensation
| (2) The amounts in this column reflect the grant date fair value of restricted stock units granted (i) to all then-serving non-employee directors on May 23, 2024 (the “Annual Awards”) and (ii) to Mr. Eckert on December 15, 2024 in connection with his appointment as Chairman of the Board (the “Eckert Award”), each as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The Annual Awards will vest on the earlier to occur of (x) the one-year anniversary of the grant date and (y) the date of our next Annual Meeting of Shareholders following the date of grant, subject to the respective director’s continuous service on the Board through such date. With respect to the Eckert Award, one-third of the RSUs were fully vested upon the date of grant, and the remaining RSUs will vest in two equal installments on May 22, 2025 and May 22, 2026, subject to Mr. Eckert’s continuous service on the Board through each such vesting date. |
Director Compensation
| (3) Ms. Ashkenazi resigned as a director on July 31, 2024. No acceleration of vesting of any restricted stock units was approved in connection with her resignation. |
Director Compensation
| (4) As of December 31, 2024, each of Messrs. Cunningham, Braverman, Marker and Mihas held 20,645 unvested restricted stock units with respect to our Class A common stock, which will vest on the date of the Annual Meeting, subject to each such director’s continued service through such date. |
Director Compensation
| (5) As of December 31, 2024, Dr. DeFord held (i) 21,267 unvested restricted stock units with respect to our Class A common stock, which will vest in equal installments on each of July 20, 2025 and July 20, 2026 and (ii) 20,645 unvested restricted stock units with respect to our Class A common stock, which will vest on the date of the Annual Meeting, subject to Dr. DeFord’s continued service through each such vesting date. |
Director Compensation
| (6) As of December 31, 2024, Mr. Eckert held 89,606 unvested restricted stock units with respect to our Class A common stock, which will vest in equal installments on May 22, 2025 and May 22, 2026, subject to Mr. Eckert’s continued service through each such vesting date. |
Director Compensation
| (7) As of December 31, 2024, each of Ms. Gray and Dr. Hopfield held 20,645 unvested restricted stock units with respect to our Class A common stock, which will vest on the date of the Annual Meeting, subject to each such director’s continued service through such date. |
Director Compensation
| (8) As of December 31, 2024, Mr. Lucier held (i) 9,600 vested MLSH 1 Units and 2,400 unvested MLSH 1 Units which vested on January 8, 2025, and (ii) 20,645 unvested restricted stock units with respect to our Class A common stock, which will vest on the date of the Annual Meeting, subject to Mr. Lucier’s continued service through such date. |
Director Compensation
| (9) As of December 31, 2024, Dr. Prahalad held (i) 10,000 vested MLSH 1 Units and (ii) 20,645 unvested restricted stock units with respect to our Class A common stock, which will vest on the date of the Annual Meeting, subject to Dr. Prahalad’s continued service through such date. |
CHIEF EXECUTIVE OFFICER PAY RATIO
CHIEF EXECUTIVE OFFICER PAY RATIO Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of Mr. Martin, to the annual total compensation of the median employee of the Company. For the fiscal year ended December 31, 2024:
CHIEF EXECUTIVE OFFICER PAY RATIO
| • | The annual total compensation of the median employee was $133,113; |
CHIEF EXECUTIVE OFFICER PAY RATIO
| • | The annual total compensation of our Chief Executive Officer was $6,400,411; and |
CHIEF EXECUTIVE OFFICER PAY RATIO
| • | The estimated ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee was 48.1 to 1. |
CHIEF EXECUTIVE OFFICER PAY RATIO
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive Compensation Actually Paid (“CAP”) to our NEOs and the Company’s financial performance. The Company does not use CAP as a basis for making compensation decisions, nor does it use the performance measures defined by the SEC for the Pay versus Performance table to measure performance for incentive plan purposes. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis,” above.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (1) | Summary Compensation Table Total for Former PEO (1) | Compensation Actually Paid to PEO (1)(2) | Compensation Actually Paid to Former PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income / (Loss) (in millions) (5) | Revenue (in millions) (6) | | | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | | | | 2024 | $6,380,399 | N/A | $5,831,984(7) | N/A | $2,430,263 | $2,150,970(7) | $18.26 | $98.77 | $(144.8) | $259.2 | | 2023 | $2,301,864 | $5,217,013 | $(3,808,139) | $1,641,544 | $2,719,167 | $956,097 | $21.94 | $100.15 | $(138.4) | $288.9 | | 2022 | $5,480,801 | $14,523,493 | $3,044,254 | $10,261,539 | $2,210,185 | $1,016,657 | $47.94 | $96.54 | $490.7 | $883.0 | | 2021 | $1,780,769 | N/A | $2,320,597 | N/A | $1,233,692 | $966,436 | $140.37 | $108.36 | $469.3 | $799.2 | | 2020 | $2,124,160 | N/A | $2,054,480 | N/A | $1,878,805 | $1,809,125 | $93.97 | $109.05 | $78.8 | $284.1 |
PAY VERSUS PERFORMANCE
| (1) Mr. Hull is the Company’s Principal Executive Officer (“PEO”) for 2020, 2021 and 2022, and the Company’s former Principal Executive Officer (“Former PEO”) for 2023. Mr. Martin is the Former PEO for 2022 and the PEO for 2023 and 2024. |
PAY VERSUS PERFORMANCE
| (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported herein. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable NEO without restriction during the applicable year but rather are a valuation calculated under applicable SEC rules. For purposes of the CAP calculation, there was no actuarial change in pension value or pension related adjustments to report. |
PAY VERSUS PERFORMANCE
| (3) The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for 2024, Messrs. Burch and Herde, Ms. Buzzeo, and Dr. Leddy; (ii) for 2023, Messrs. Burch and Herde, Ms. Dolan, and Dr. Leddy; (iii) for 2022, Ms. Dolan, Mr. Herde, Dr. Leddy and Brian Neel; (iv) for 2021, Ms. Dolan, Messrs. Herde, Neel, and Oreshack, and Lisa Sellers; and (v) for 2020, Mr. Neel and Eric Tardif. |
PAY VERSUS PERFORMANCE
| (4) The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The first day of trading of our Class A common stock was November 20, 2020. The Peer Group TSR represents TSR of the Nasdaq Biotechnology Index, which is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K. |
PAY VERSUS PERFORMANCE
| (5) Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. |
PAY VERSUS PERFORMANCE
| (6) We have selected revenue as reflected in the Company’s audited GAAP financial statements for each applicable fiscal year (“Revenue”) as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for 2024. |
PAY VERSUS PERFORMANCE
| (7) For 2024, the ‘compensation actually paid’ to the PEO and Former PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for 2024, computed in accordance with Item 402(v) of Regulation S-K: |
PAY VERSUS PERFORMANCE
| | PEO | | Average Non-PEO NEOs | | | Total Compensation Reported in 2024 Summary Compensation Table | | 6,380,399 | | 2,430,263 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2024 Summary Compensation Table | ($ | 4,876,608) | ($ | 1,743,388) | | Plus, Year-End Fair Value of Awards Granted in 2024 that are Outstanding and Unvested | | 4,361,362 | | 1,477,678 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | | (377,269) | | (103,723) | | Plus, Vesting Date Fair Value of Awards Granted in 2023 that Vested in 2024 | ($ | —) | ($ | —) | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2024 (From Prior Year-End to Vesting Date) | | 344,101 | | 90,141 | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2024 | ($ | —) | ($ | —) | | Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2024 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2024) | | — | | — | | Total Adjustments | | (548,415) | | (279,293) | | Compensation Actually Paid for 2024 | | 5,831,984 | | 2,150,970 |
Pay versus Performance Comparative Disclosure
Pay versus Performance Comparative Disclosure As described in more detail in the section entitled “Compensation Discussion and Analysis—Compensation Philosophy and Objectives,” the Company’s executive compensation program reflects the Board’s commitment to strong corporate governance and achievement of rewards based upon the creation of sustainable Company value. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above. The following graphs illustrate the relationship between the pay and performance figures that are included in the Pay versus Performance table. The final graph below further illustrates the relationship between Company TSR and that of the Nasdaq Biotechnology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Revenue Company TSR and Peer Group TSR
Pay versus Performance Tabular List
Pay versus Performance Tabular List The following table lists the performance measures used by us to link ‘compensation actually paid’ to our NEOs to company performance for 2024. The performance measures included in this table are not ranked by relative importance.
Pay versus Performance Tabular List
| Most Important Performance Measures | | Revenue | | Adjusted EBITDA |
Pay versus Performance Tabular List
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