Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)(e) Retirement of Doug Doerfler as President, Chief Executive Officer and Director
On December 10, 2023, Doug Doerfler, President and Chief Executive Officer of MaxCyte, Inc. (the “Company”), notified the Company’s Board of Directors (the “Board”) of his decision to retire from those positions and as a member of the Board, in each case effective as of December 31, 2023 (the “Retirement Date”). On December 11, 2023, Mr. Doerfler and the Company entered into a Transition Agreement (the “Transition Agreement”) setting forth the terms of Mr. Doerfler’s retirement and employment transition. Under the Transition Agreement, subject to Mr. Doerfler executing a general release of claims in favor of the Company and allowing it to become effective, the Company will pay Mr. Doerfler the equivalent of 18 months of his base salary in effect as of the Retirement Date, to be paid in 18 equal monthly installments beginning on February 1, 2024.
The Company will also pay the federal COBRA (or, if applicable, state continuation coverage) premiums to continue healthcare coverage for Mr. Doerfler and his covered dependents, as applicable, for 18 months from the Retirement Date or, if earlier, the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment or the date on which he ceases to be eligible for COBRA or state continuation coverage for any reason. If the Company determines that its payment of the COBRA premiums on Mr. Doerfler’s behalf would violate applicable law, then the Company will make a cash payment to Mr. Doerfler equal to the monthly COBRA premium, subject to applicable tax withholding.
Mr. Doerfler will be entitled to receive a performance-based bonus for the year ending December 31, 2023, which bonus will be calculated based on the corporate funding rate (to be determined by the Compensation Committee of the Board) and will be paid at the same time as bonuses are paid to other executive officers of the Company, but no later than March 15, 2024.
The Company and Mr. Doerfler intend to enter into a separate agreement (the “Consulting Agreement”), to be effective as of the Retirement Date, pursuant to which Mr. Doerfler will, at the request of the Company’s Chief Executive Officer or the Board, or its designee, provide the Company with consulting services as requested, up to 20 hours per month, through June 30, 2025 (the “Consulting Term”). In consideration for such services, Mr. Doerfler will receive a monthly consulting fee of $10,000 per month for the first 15 hours of service in a month, with any additional services in excess of 15 hours to be provided at a rate of $600 per hour.
Mr. Doerfler’s provision of services under the Consulting Agreement will constitute “Continuous Service” for purposes of continued vesting of his outstanding stock option awards under the Company’s equity incentive plans. In addition, any unvested stock options held by Mr. Doerfler as of the Retirement Date will become immediately vested and exercisable upon the earliest of (i) the expiration of the Consulting Term, provided that Mr. Doerfler has provided services under the Consulting Agreement for the full Consulting Term, (ii) the early termination of the Consulting Agreement by the Company for convenience prior to the expiration of the Consulting Term or (iii) the consummation of a “Change in Control” or “Change of Control” of the Company (as defined in the applicable equity incentive plan and agreements under which such options were granted). The Company has also agreed to extend the period of time during which Mr. Doerfler may exercise any vested, outstanding and unexercised stock options until 24 months after the expiration or termination of the Consulting Term or, if earlier, upon the applicable expiration date of the stock option as of the Retirement Date.
The Company has also agreed to reimburse Mr. Doerfler for attorneys’ fees and expenses incurred in connection with entering into the Transition Agreement and Consulting Agreement, subject to a specified maximum.
The foregoing descriptions of the Transition Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2023.
(c)(e)Appointment of Maher Masoud as President and Chief Executive Officer
On December 10, 2023, the Board appointed Maher Masoud, currently the Company’s Executive Vice President, General Counsel and Secretary, to serve as the Company’s President and Chief Executive Officer and a