CRYOPORT INC (CYRX)
Sector: Health Care
2026 Annual Meeting Analysis
CRYOPORT INC · Meeting: June 5, 2026
Directors FOR
0
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Baddour has served since March 2021, meaning her tenure fully overlaps with the 3-year underperformance period during which Cryoport's stock declined 51.5% versus the disclosed peer group median decline of 23.8% — a gap of 27.7 percentage points, exceeding the 20-point trigger for companies with negative absolute returns; the 5-year check does not rescue this result because the 5-year gap of 32.8 percentage points also exceeds the 20-point threshold, confirming sustained rather than transient underperformance.
Mr. Hancock has served since January 2019, giving him full accountability for the 3-year underperformance period; Cryoport's stock fell 51.5% over three years while the disclosed peer group fell only 23.8%, a gap of 27.7 percentage points that triggers a vote against for companies with negative absolute returns, and the 5-year gap of 32.8 percentage points confirms the underperformance is not a short-term blip.
Dr. Hariri is one of the longest-serving directors, having joined in September 2015, so he bears full accountability for the sustained underperformance; the 27.7 percentage point gap between Cryoport's 3-year return (-51.5%) and the peer group median (-23.8%) exceeds the 20-point trigger, and the 5-year gap of 32.8 points confirms the pattern is long-running rather than temporary.
Mr. Jagannath joined in October 2020, which is more than 24 months before the measurement date, so the new-director exemption does not apply; his tenure substantially overlaps the 3-year underperformance window, and the 27.7 percentage point shortfall versus the peer group median — combined with a 5-year gap of 32.8 points — triggers a vote against under the policy.
Dr. Mandalam has served since June 2014 and is now Lead Director and Compensation Committee Chair, placing him at the center of board accountability for performance; the 3-year TSR gap of 27.7 percentage points against the peer median triggers the policy threshold, and the 5-year gap of 32.8 points eliminates any mitigating argument that the underperformance is only recent.
Mr. Shelton serves as Chairman, President, and CEO and has been on the board since 2012, making him the director most directly accountable for the company's performance trajectory; the stock has lost 51.5% over three years while the disclosed peer group fell only 23.8%, a 27.7 percentage point gap that fires the underperformance trigger, and the 5-year return of -81.2% versus the peer median of -48.4% (a 32.8 point gap) confirms this is sustained value destruction rather than a temporary setback — the policy applies this trigger to executive directors independently of the Say on Pay vote.
For Analysis
All six directors are voted AGAINST due to sustained stock price underperformance relative to the company's own disclosed peer group: Cryoport's 3-year stock decline of 51.5% trails the peer median decline of 23.8% by 27.7 percentage points, exceeding the 20-point trigger that applies when a company's absolute return is negative, and the 5-year check (gap of 32.8 points) confirms the underperformance is not a temporary trough; no director qualifies for the new-director exemption.
Say on Pay
✓ FORCEO
Jerrell W. Shelton
Total Comp
$2,375,524
Prior Support
95%%
The CEO received total compensation of $2,375,524, which is within a reasonable range for the head of a $516 million market-cap life sciences services company, and the program structure is sound — approximately 60.5% of CEO pay was variable (at-risk), including performance-based stock options priced 10% above market price that only have value if the stock rises, plus cash bonuses tied to pre-set revenue and Adjusted EBITDA targets. The prior year Say on Pay vote received 95% support, indicating strong shareholder alignment, and the company has a meaningful clawback policy in place that complies with Nasdaq rules. While 3-year stock performance is weak, the incentive pay structure does impose real performance hurdles — the CEO received only 92.2% of his target bonus in 2025, reflecting partial miss on the EBITDA goal — so the incentive pay is not simply rubber-stamped regardless of outcomes.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,770,000
Non-Audit Fees
$28,895
Non-audit fees (tax fees of $27,000 plus other fees of $1,895) total approximately $28,895, which is only about 1.6% of audit fees of $1,770,000 — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, and Deloitte is a Big 4 firm appropriate for a company of Cryoport's size and complexity.
Overall Assessment
This ballot presents four proposals at Cryoport's 2026 annual meeting: all six directors are voted AGAINST due to sustained and material stock underperformance versus the company's own disclosed peer group over both three and five years; the auditor ratification and Say on Pay proposals both receive FOR votes, as Deloitte's fee structure raises no independence concerns and the executive compensation program is reasonably structured with genuine at-risk pay components. The equity plan share increase (Proposal 4) falls outside the scope of this policy and receives no determination.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing