Not independent
Tenure on this board
1.0 yrs
3 nominees · 3 ballot items.
Shareholders will vote to elect three director nominees, ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026, and approve, on a non-binding advisory basis, the compensation of the company’s named executive officers.
Elect three nominees—Bernd Brust, Gregory T. Lucier, and Luke Marker—to the Board to serve three-year terms expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as Maravai’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed compensation for its named executive officers (NEOs). Management seeks this approval primarily to confirm investor support for its executive pay program and to respond to regulatory and governance expectations that companies solicit shareholder feedback on compensation. The Compensation and Leadership Development Committee has emphasized a pay-for-performance philosophy: a significant portion of NEO pay is at-risk and equity-based, long-term incentive awards (including PSUs tied to stock-price hurdles) are used to align management outcomes with shareholder value, and the Committee engaged an independent consultant to benchmark and redesign awards. The proposal comes in the context of significant leadership transitions in 2025 (a new CEO and CFO) that required guaranteed pro‑rated bonuses for new hires, mid-year adjustments to the 2025 annual incentive plan, reduced 2025 equity grant values versus 2024, and longer RSU vesting to address investor concerns about short vesting schedules. Management also adjusted the peer group and in 2026 plans to shift long-term incentive vesting to EBITDA performance to better link pay to operating performance. The Board recommends a FOR vote, arguing that the program balances retention during transition, cost discipline, and alignment with long-term shareholder interests. While the vote is non-binding, a negative outcome would prompt the Board and Compensation Committee to reassess program design and investor engagement; historically the Company received 80.9% support on say-on-pay in 2025, signaling substantial institutional backing but also room for improvement. Investors evaluating the proposal should weigh the trade-offs between near-term retention needs created by leadership changes and the Committee’s efforts to strengthen long-term alignment through performance-based equity and governance-responsive design changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GTCR LLC | 7.8% | 20,150,005 | $57M |
| 2 | BRAIDWELL LP | 4.0% | 10,240,164 | $29M |
| 3 | 12 West Capital Management LP | 2.8% | 7,260,195 | $21M |
| 4 | MACKENZIE FINANCIAL CORP | 2.4% | 6,306,425 | $18M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.1% | 5,449,702 | $15M |
| 6 | BlackRock, Inc. | 1.7% | 4,514,792 | $13M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.7% | 4,264,689 | $12M |
| 8 | Tejara Capital Ltd | 1.4% | 3,495,187 | $10M |
| 9 | Monaco Asset Management SAM | 1.3% | 3,421,020 | $10M |
| 10 | BlackRock, Inc. | 1.3% | 3,330,540 | $9M |
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