Maravai LifeSciences Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Succession
On June 8, 2025, the Board of Directors (the “Board”) of Maravai LifeSciences Holdings, Inc. (the “Company”) appointed Bernd Brust as Chief Executive Officer (“CEO”) of the Company, effective immediately, succeeding William E. Martin, III.
In addition, effective as of June 8, 2025, Mr. Martin resigned from the Board. Mr. Martin’s resignation from the Board was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
In connection with his separation from the Company, Mr. Martin will be entitled to receive the payments and benefits pursuant to Section 1(e)(i) of the Amended and Restated Employment Agreement, effective as of May 8, 2023, between him, the Company and Maravai Intermediate Holdings, LLC, subject to his timely execution and non-revocation of a separation agreement and customary release of claims.
On June 8, 2025, in connection with this leadership transition, Mr. Brust was appointed as a member of the Board, effective as of such date. Mr. Brust will serve as a Class III director for a term continuing until the Company’s 2026 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his earlier resignation or removal.
Mr. Brust, age 58, most recently served as Executive Chairman, from 2021 to 2025, and as CEO, from 2014 to 2021, of Antylia Scientific, a global provider of tools and solutions for diagnostic testing, sample preparation, biological monitoring, and environmental analysis. Prior to that, he served as CEO of Qualicaps, a global manufacturer of pharmaceutical capsules and filing equipment, from 2011 to 2013. Before that, Mr. Brust held senior leadership roles at Life Technologies, including where he led the global commercial organization, as well as executive positions at Invitrogen Corporation and GE Medical Systems.
There are no arrangements or understandings between Mr. Brust and any other person pursuant to which Mr. Brust was selected as CEO of the Company or appointed as a member of the Board. There is no family relationship between Mr. Brust and any of the Company’s other directors or executive officers or other person nominated or chosen by the Company to become a director or executive officer of the Company. In addition, the Company is not aware of any transaction in which Mr. Brust has a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Employment Agreement with Mr. Brust
In connection with his appointment as CEO, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Brust, dated as of June 8, 2025 (the “Effective Date”). Pursuant to the terms of the Employment Agreement, Mr. Brust is entitled to receive an annual base salary of $750,000 and an annual cash bonus with a target amount equal to 100% of his annual base salary.
The Employment Agreement further provides that, on the Effective Date and subject in each case to the terms of the Company’s 2020 Omnibus Incentive Plan (the “Plan”) and the associated award agreement, Mr. Brust will be granted: (i) non-qualified stock options (“Options”) to purchase 1,000,000 shares of the Company’s Class A common stock (“Shares”), (ii) 2,000,000 restricted stock units (the “RSUs”) and (iii) 2,250,000 performance stock units (“PSUs” and, together with the Options and RSUs, the “Equity Awards”). The Options and RSUs will vest over a three-year period, with one-third of each award vesting on the first anniversary of the Effective Date and thereafter in 24 substantially equal monthly installments, generally subject to Mr. Brust’s continued employment through the applicable vesting date. The PSUs will vest based on achievement of volume-weighted average stock price hurdles as set forth in the award agreement, with achievement measured as of immediately prior to the third anniversary of the date of
grant, generally subject to Mr. Brust’s continued employment. The vesting of the Equity Awards is subject to acceleration under certain circumstances as set forth in the applicable award agreement.
In the event of the termination of Mr. Brust’s employment by the Company without “cause” or by him for “good reason” (each, a “Qualifying Termination”, with “cause” and “good reason” having the meanings set forth in the Employment Agreement), the Employment Agreement provides for severance payments and benefits consisting of: (i) any earned but unpaid bonus for the fiscal year prior to the year in which termination occurs, (ii) a pro-rata portion of his annual bonus earned for the year in which termination occurs, (iii) the sum of his annual base salary plus target bonus for the year in which termination occurs, payable in substantially equal installments during the 12-month period following termination, and (iv) subsidized health plan continuation coverage premiums for up to 12 months, subject in each case to Mr. Brust’s execution and non-revocation of a separation agreement and general release of claims. In the event of a Qualifying Termination during the 24-month period following a change in control (as defined in the Employment Agreement), the Employment Agreement provides for severance payments and benefits consisting of: (i) any earned but unpaid bonus for the fiscal year prior to the year in which termination occurs, (ii) a pro-rata portion of his annual target bonus for the year in which termination occurs, (iii) two times the sum of his annual base salary plus target bonus for the year in which termination occurs, payable in a lump sum, (iv) subsidized health plan continuation coverage premiums for up to 24 months and (v) full vesting of any then-unvested time-vesting awards, subject in each case to Mr. Brust’s execution and non-revocation of a separation agreement and general release of claims.
The Employment Agreement also contains confidentiality and assignment of inventions provisions and certain restrictive covenants, including a non-competition covenant covering the period during which Mr. Brust is employed by the Company and a non-solicitation covenant covering the period during which Mr. Brust is employed by the Company and for one year thereafter.
The foregoing description of the material terms of the Employment Agreement and the Equity Awards is not complete and is qualified in its entirety by the full text of the Employment Agreement, including the equity award agreements attached thereto, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Mr. Brust will also enter into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2025.
| Item 7.01 | Regulation FD Disclosure. |
On June 9, 2025, the Company issued a press release announcing the appointment of Mr. Brust as CEO and as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Employment Agreement of Bernd Brust, effective as of June 8, 2025, among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Bernd Brust. | |
| 99.1 | Press Release dated June 9, 2025.* | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
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| * | Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARAVAI LIFESCIENCES HOLDINGS, INC. | ||||||
| Date: June 9, 2025 | By: | /s/ Kurt Oreshack | ||||
| Name: | Kurt Oreshack | |||||
| Title: | General Counsel and Secretary | |||||