MAXCYTE INC (MXCT)
Sector: Health Care
2026 Annual Meeting Analysis
MAXCYTE INC · Meeting: June 17, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of the three Class II directors named in this Proxy Statement
Against Analysis
Mr. Balthrop has served since 2022 and his tenure fully overlaps with the period during which MaxCyte's stock fell roughly 83% while the IHI (iShares US Medical Devices ETF) declined only about 10% — a gap of roughly 73 percentage points, far exceeding the 30-point threshold that triggers an against vote; the 5-year return is even worse at -95%, so the longer track record provides no mitigating relief.
Mr. Erck has served since 2005 and bears the longest tenure overlap with MaxCyte's severe stock decline — the company lost roughly 83% over three years and 95% over five years while the IHI (iShares US Medical Devices ETF) declined only about 10% over three years, a gap of roughly 73 percentage points that far exceeds the policy's 30-point trigger; the 5-year data makes the underperformance even more pronounced, so no mitigating relief applies.
For Analysis
Ms. Collins joined the board in October 2024, which is within the 24-month new-director exemption period, so she cannot reasonably be held accountable for the stock's prior underperformance; she also brings relevant cell therapy and gene medicine leadership experience appropriate for MaxCyte's business.
Of the three Class II nominees, two long-tenured directors (Balthrop since 2022, Erck since 2005) are subject to an against vote because MaxCyte's stock has dramatically underperformed the IHI (iShares US Medical Devices ETF) benchmark over both 3- and 5-year periods; newly appointed director Collins (joined October 2024) qualifies for the 24-month new-director exemption and receives a for vote.
Say on Pay
✗ AGAINSTCEO
Maher Masoud
Total Comp
$2,687,657
Prior Support
N/A
MaxCyte's stock fell roughly 83% over the past three years while the IHI (iShares US Medical Devices ETF) declined only about 10%, a gap of roughly 73 percentage points — far exceeding the 20-point threshold at which above-benchmark incentive pay must be justified by performance. The CEO received $2.69 million in total pay for 2025, including a cash bonus at 88.5% of target and equity grants with no market-based or total shareholder return condition — the performance stock awards vest solely on an internal revenue target, meaning executives can earn full incentive pay even as shareholders experience steep losses. This combination of above-threshold incentive pay and severe shareholder underperformance relative to the IHI (iShares US Medical Devices ETF) benchmark fails the pay-for-performance alignment test under our policy.
Auditor Ratification
✓ FORAuditor
CohnReznick LLP
Tenure
7 yrs
Audit Fees
$761,000
Non-Audit Fees
$64,000
Non-audit fees (tax work of $64,000) represent only about 8% of audit fees ($761,000), well below the 50% threshold that would raise independence concerns; CohnReznick has audited MaxCyte since 2019 (roughly 7 years), which is comfortably below the 25-year tenure trigger; and as a smaller company with a market cap of approximately $87 million, use of a large national firm is appropriate.
Overall Assessment
MaxCyte's 2026 annual meeting ballot has two standard proposals — director elections and auditor ratification — but notably does not include a formal say-on-pay vote as a separate agenda item (the compensation discussion is presented but no advisory vote is scheduled); against votes are warranted for the two longer-tenured director nominees (Balthrop and Erck) due to severe stock underperformance versus the IHI (iShares US Medical Devices ETF), while the auditor ratification passes all policy screens and receives a for vote. Because no formal say-on-pay proposal appears as a numbered agenda item in this filing, the say-on-pay entry above reflects a policy-based assessment of the disclosed compensation program for informational purposes.