Cryoport, Inc DEF 14A, filed Apr 22, 2026

About this DEF 14A

Cryoport, Inc. (CYRX)

DEF 14A 2026-04-22 For: 2026-06-05

View Original

Added on June 12, 2026

NOTICE OF ANNUAL
MEETING OF
STOCKHOLDERS
To Be Held June 5, 2026

Dear Fellow Stockholders:

We cordially invite you to virtually attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cryoport, Inc., a Nevada corporation (the “Company”), which will be held on Friday, June 5, 2026, at 10:00 a.m. CDT. The Annual Meeting will be hosted online. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting via a live webcast by visiting www.virtualshareholdermeeting.com/CYRX2026. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person.

The Annual Meeting will be held for the following purposes:

Cryoport, Inc filed this DEF 14A on April 22, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


CHAIR LETTER			Dear Fellow Stockholders,
			2025 was a year of strong progress for Cryoport. We advanced our mission of supporting life and health by delivering reliable, comprehensive temperature-controlled supply chain solutions for the life sciences. Through continued innovation, investment in advanced technologies, expansion of our global supply chain network, and the dedication of our highly skilled team, we broadened our service offerings, introduced new products, expanded our geographic footprint, and onboarded new clients – all while moving our company further along our “pathway to profitability.”
			Financial Performance We delivered full-year revenue of $176.2 million, exceeding the high end of our guidance and marking 12% year-over-year growth, reflecting continued momentum across our core markets.
			Growth was largely fueled by both clinical and commercial Cell & Gene Therapy (CGT) activity. Commercial CGT revenue increased 29% year-over-year to a record $33.4 million and clinical trial revenue grew 14% to $47.1 million. These results reflect the acceleration of CGT patients being treated on a global basis and the life sciences industry’s reliance on Cryoport’s capabilities.
			At the end of the year Cryoport supported a record 760 clinical trials and 20 commercial therapies globally, representing approximately 70% of all CGT - industry clinical trials.
			Life Sciences Services Our Life Sciences Services business continued to expand in 2025, and represented approximately 55% of total revenue, compared to approximately 52% in 2024. Our Life Sciences Services revenue was $96.5 million, up 18% year-over-year. It included BioStorage/BioServices revenue of $18.4 million as clients increasingly turned to Cryoport for integrated, end-to-end support. We believe our leadership position across both clinical and commercial CGT programs, and the breadth of the CGT development pipeline we support, provide a substantial foundation for sustained long-term growth as we move forward.
			We also increased our investments the Life Sciences Services segment by strategically investing to support the traction that we are seeing across our broad portfolio of CGT clients. These targeted investments include the launch of our Global Supply Chain Center in Paris, France, the continued buildout of our Global Supply Chain Center in Santa Ana, California (consolidating three existing facilities), and the expansion of our BioServices operation on our campus near Liege, Belgium.


			Life Sciences Products Our Life Sciences Products business grew revenue by 7% during 2025, ending the year at $79.7 million. MVE Biological Solutions (MVE) makes up most of this revenue and continues to play a leading role in the cryogenic systems market globally. In addition to supporting our Services businesses, with its focus on innovation, MVE continues to further enhance its position as the global leader in the production of high-quality cryogenic systems.
			Partnerships and Collaborations In 2025, we formed a strategic partnership with the DHL Group, which included DHL’s acquisition of CRYOPDP. This strategic partnership will support DHL’s 2030 strategy in healthcare and, over time, we believe it will enhance our positioning in the APAC and EMEA regions and strengthen our competitive industry profile. In addition, as part of our continuing strategic initiative to embed our market leading solutions into the CGT ecosystem and improve our growth trajectory, we expanded our global partnerships by entering into strategic collaborations with Cardinal Health and Parexel.
			Innovation In 2025, we undertook another transformative step by establishing our Enterprise Technology Group (“ETG”). ETG is designed to transform Cryoport into a stronger technology powered life sciences platform by embedding advanced digital capabilities across all our global temperature-controlled supply chain services and products. In the future, rather than operating as a series of discrete services, ETG will enable Cryoport to deliver integrated, end to end supply chain management solutions that connect data, operations, and decision making across every touchpoint.
			ETG’s mission is to lower operational costs, improve efficiency, and unlock new products, services, and provide data driven insights for our customers by automating processes and improving visibility. This approach enhances reliability, reduces risk, and helps simplify supply chain complexity for clients operating in the highly regulated, temperature-controlled environments within the life sciences.
			By leveraging generative artificial intelligence (“AI”), advanced analytics, and other emerging technologies, ETG will enable Cryoport to scale faster, differentiate more effectively, and build the future of intelligent temperature-controlled supply chain management for the life sciences.
			Outlook for 2026: Positioned for Another Year of Growth We believe we enter 2026 with a strong balance sheet and a clear pathway to future profitability. We are currently forecasting 2026 revenue of $190 million to $194 million. Additionally, as of December 31, 2025 and based on internal and external data, we are anticipating nine (9) new therapy approvals, two (2) additional approvals for label or geographic expansion,


			and thirteen (13) BLA/MAA filings in 2026. This growing pipeline, paired with our expanding global supply chain center network and operational investments, support a highly encouraging outlook.
			Closing Thoughts I am proud of the tireless efforts of the entire Cryoport team of employees as each day each of them strives to improve the conditions of lives for many thousands of patients around the world through our efforts to: help cure conditions that threaten life; support the sustaining of life through protein production from animal husbandry; and assist in helping create life for those needing medical assistance through our unparalleled support of reproductive medicine.
			I want to extend my deepest gratitude to our employees, clients, and long-term shareholders for their unwavering support and dedication. The fulfillment of our vision is important as it is to the benefit of mankind. Together, we are making a meaningful impact on the development of the Cell & Gene Therapy industry and the broader evolution of the Life Sciences industry. Daily, we are helping improve the health of lives around the world.
			Sincerely yours,
			/s/Jerrell Shelton
			Jerrell Shelton Chairman, President and CEO



			1.			To elect six directors;
			2.			To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2026;
			3.			To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in our proxy statement for the Annual Meeting;
			4.			To approve an amendment to the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan to, among other things, increase the number of authorized shares under the plan; and
			5.			To transact such other business as may properly come before the meeting or any adjournment thereof.


			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 5, 2026.

			The proxy statement for the Annual Meeting and accompanying Annual Report on Form 10-K for the year ended December 31, 2025 are available via the Internet at www.proxyvote.com.

			Whether or not you plan to virtually attend the Annual Meeting, it is important that your shares be represented and voted. You may vote before the meeting by Internet, by phone, or by mail by following the instructions on the Notice.

			You may also vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/CYRX2026 and entering the 16-digit control number included in your Notice, on your proxy card or in the instructions that accompanied your proxy materials.

			Sincerely,

			/s/Jerrell Shelton

			Jerrell Shelton Chairman, President and CEO


			YOUR VOTE IS IMPORTANT. YOU ARE URGED TO VOTE YOUR PROXY PROMPTLY BY MAIL, BY TELEPHONE OR VIA THE INTERNET, WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING.


	1			General Information
	2			Company Overview
	6			Stockholder Engagement
	7			Frequently Asked Questions
	14			Forward-Looking Statements
	16			Proposal 1 Election of Directors
	24			Corporate Governance and Board Matters
	30			Ownership of Securities
	33			Proposal 2 To ratify the appointment of Deloitte & Touche LLP
	34			Independent Registered Public Accounting Firm Fees
	36			Audit Committee Report
	37			Proposal 3 To approve, on an advisory basis, the compensation of the named executive officers
	38			Proposal 4 To approve, on an advisory basis, the preferred frequency of future advisory votes on the compensation of the named executive officers
	49			Compensation Discussion and Analysis
	64			Compensation Committee Report
	65			Executive Compensation
	81			Director Compensation
	83			Equity Compensation Plan Information
	84			Certain Relationships and Related Transactions
	86			Delinquent Section 16(a) Reports
	87			Stockholder Proposals for Next Annual Meeting
	88			Other Matters


INTRODUCTION			Cryoport, Inc., a Nevada corporation (referred to as “we,” “us,” “our,” “Company” or “Cryoport”), is furnishing this proxy statement (this “Proxy Statement”) to you in connection with the Company’s solicitation of proxies on behalf of the board of directors (the “Board” or “Board of Directors”) of the Company with respect to the 2026 Annual Meeting of Stockholders of the Company and any adjournment thereof (the “Annual Meeting”) to be held as a virtual meeting via live webcast on the Internet on Friday, June 5, 2026, at 10:00 a.m. CDT. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. On or about April 22, 2026, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to the record holders of our common stock, par value $0.001 per share, and the record holders of our Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”). This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) are available at www.proxyvote.com. Throughout this Proxy Statement, holders of our common stock and our Series C Preferred Stock are referred to collectively as “stockholders.” Holders of our common stock and our Series C Preferred Stock will vote together as a single class on all matters at the Annual Meeting.


OUR GOALS			Our goals are: • Create superior long-term stockholder value. • Continuous revenue growth in our core markets: biopharma, reproductive medicine and animal health markets. • Global growth through organic performance and acquisitions. • Continually increase in market share by providing our clients with advanced temperature-controlled supply chain solutions in keeping with the advances in our clients’ science. • Achieve gross margin and operating margin commensurate with the value provided to clients. • Continually add supply chain services to enhance the desirability and differentiation of Cryoport’s solutions. • Develop new competencies, services and alliances, consistent with client demand, to better serve our market.


OUR CORE VALUES			Passion. We are driven to advance our supply chain solutions for the Life Sciences industry—we never lose sight of the value we bring to science. Our enthusiasm and dedication fosters strong, long-lasting partnerships with our clients. Integrity. We operate with honesty, truthfulness, and transparency in accordance with the highest ethical and corporate governance standards. We strive to develop mutually rewarding relationships with our employees, partners, and suppliers. Mutual respect, integrity, and trust are our foundation. Teamwork. None of us is as smart as all of us—we believe all ideas and outcomes are improved through collaboration. We challenge conventional thinking and insist on rigorous problem solving, resulting in superior solutions. We encourage harmonious collaboration among our employees across the entirety of our operations. Value Creation. We strive to build value for our stakeholders through our client-centric focus. We exceed competitive benchmarks, and we provide the highest level of performance with the goal of achieving consistent growth in revenue and profitability.


OUR SUSTAINABILITY STRATEGY			We developed our Sustainability Strategy to establish focus and a consistent approach to sustainability across our company. Our Sustainability Strategy is grounded in our mission and is built on four pillars—delivering sustainable operations, supporting our people, innovating responsibly, and governing ethically.


	PILLAR			FOCUS AREAS
	Delivering Sustainable Operations			• Greenhouse Gas Emissions • Resource Efficiency
	Supporting Our People			• Diversity, Equity & Inclusion • Employee Health & Safety
	Innovating Responsibly			• Product & Service Quality • Product Lifecycle Management & Innovation
	Governing Ethically			• Business Ethics • Supplier Management • Data Privacy & Security


OUR 2025 PERFORMANCE			2025 marked a year of meaningful progress toward our long-term goals. We advanced our capabilities through product innovation and global expansion, while focused on delivering long-term value to our clients and stockholders. Key accomplishments for the fiscal year ended December 31, 2025, included: • Increased total revenue by $19.4 million, or 12.4%, to $176.2 million • Increased revenue from the support of commercial cell and gene therapies by $7.4 million, or 28.6%, to $33.4 million, supporting 20 commercial cell and gene therapies as of December 31, 2025 • Supporting 760 clinical trials, of which 86 were in Phase III as of December 31, 2025 • Established strategic relationship with DHL Group, which included divestiture of our CRYOPDP specialty courier business • Established the Enterprise Technology Group (ETG) to drive digital initiatives, integrated software, technology, and AI implementations across the Company • Launched the Cryoport Express Cryogenic HV3 Shipping System, enhancing payload protection, optimizing storage efficiency and expanded usability • First organization globally to be certified to ISO 21973:2020 Biotechnology - transportation of cells for therapeutic use certification • Globally Certified all locations to ISO 9001:2015 standard • Opened Global Supply Chain Center in Paris, France with BioLogistics services in November 2025; with BioServices operations expected to commence in the fourth quarter of 2026


			• Continued global industry recognition of Cryoport’s leadership in delivering innovative solutions that support the safe, efficient, and effective delivery of CGT worldwide: - Best Cell & Gene Therapy Supplier – Cell Processing Systems at the Asia-Pacific Cell & Gene Therapy Excellence Awards (APCGTEA) 2025, voted by professionals across the CGT community - Supply Chain Excellence Award at the 2025 CPHI Pharma Awards, recognizing leadership and innovation in pharmaceutical supply chain management - Simon Ellison Supply Chain Innovation Award at the Advanced Therapies Awards 2025, honoring exceptional contributions to advancing supply chain solutions for advanced therapies - BioTech Breakthrough Award – “BioServices Innovation of the Year” for the Safepak® Soft System 1800, highlighting innovation in bioservices packaging and protection technologies • Launched MVE’s integrated Condition Monitoring Services powered by Tec4med and the MVECloud™, a secure web- and mobile-based platform • Launched MVE’s next generation dry vapor shippers • Expanded MVE’s manufacturing line in Chengdu, China to support cryogenic freezer manufacturing with production expected to commence during the first quarter of 2026 • MVE’s three global manufacturing facilities are the first cryogenic systems manufacturing facilities to be registered with the FDA; all applicable MVE-manufactured cryogenic freezers and dewars are listed with the FDA • Developed a strategic collaboration with Moffitt Cancer Center, Tampa, Florida; awarded exclusive BioStorage services rights As we look ahead, we remain committed to driving growth through innovation, operational excellence, and a steadfast focus on our mission. We believe Cryoport is well-positioned to deliver value to all stakeholders.



WHAT IS THE PURPOSE OF THE ANNUAL MEETING?	The purpose of the Annual Meeting is to vote on the following matters:
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
	1.	To elect six directors;
	2.	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2026;
	3.	To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement;
	4.	To approve an amendment to the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (as amended to date, the “2018 Plan”) to, among other things, increase the number of authorized shares under the plan, referred to herein as the “Fourth Amendment”; and
	5.	To transact such other business as may properly come before the meeting or any adjournment thereof.


HOW DOES THE BOARD RECOMMEND THAT I VOTE MY SHARES?			Unless you give other instructions through your proxy vote, the person(s) named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. For the reasons set forth in more detail later in this Proxy Statement, the Board recommends the following:


WHAT TYPES OF VOTES ARE PERMITTED ON EACH PROPOSAL?
Proposal 1:			You may either vote “FOR ALL” nominees, “WITHHOLD ALL” nominees, or “FOR ALL EXCEPT” as to specific nominees.
Proposal 2:			You may vote “FOR,” “AGAINST” or “ABSTAIN”.
Proposal 3:			You may vote “FOR,” “AGAINST” or “ABSTAIN”.
Proposal 4:			You may vote “FOR,” “AGAINST” or “ABSTAIN”.


HOW MANY VOTES ARE NEEDED TO APPROVE EACH PROPOSAL?
Proposal 1:			Election of a director requires the affirmative vote of the holders of a plurality of the shares for which votes are cast. The six nominees receiving the most “FOR” votes will be elected. Since only affirmative votes count for this purpose, votes withheld with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Accordingly, votes withheld and broker non-votes (as described below) as to the election of directors will not be counted in determining which nominees received the largest number of votes cast. Stockholders may not cumulate votes in the election of directors.
Proposal 2:			There must be a “FOR” vote from the majority of votes cast. Abstentions will not be treated as votes cast for or against the proposal and therefore will have no effect on the outcome of the proposal. As discussed further below, brokers, banks, and other holders of record may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with this proposal to ratify the appointment of our independent registered public accounting firm.
Proposal 3:			There must be a “FOR” vote from the majority of votes cast. Abstentions and broker non-votes will not be treated as votes cast for or against the proposal and therefore will have no effect on the outcome of the proposal.
Proposal 4:			There must be a “FOR” vote from the majority of votes cast. Abstentions and broker non-votes will not be treated as votes cast for or against the proposal and therefore will have no effect on the outcome of the proposal.


WHAT CONSTITUTES A QUORUM?			To carry on the business of the meeting, we must have a quorum. A quorum is present when a majority of the voting power of all of the outstanding shares of capital stock entitled to vote, as of the Record Date, are represented in person virtually or by proxy. Shares owned by the Company are not considered outstanding or present at the meeting. Shares that are entitled to vote but that are not voted at the direction of the beneficial owner (called votes withheld or abstentions) and votes withheld by brokers in the absence of instructions from beneficial owners (called broker non-votes) will be counted for the purpose of determining whether there is a quorum for the transaction of business at the meeting.


CAN I DISSENT OR EXERCISE RIGHTS OF APPRAISAL?			Neither Nevada law nor our Amended and Restated Articles of Incorporation or Amended and Restated Bylaws provide our stockholders with dissenters’ or appraisal rights in connection with any of the proposals to be presented at the Annual Meeting. If the proposals are approved at the Annual Meeting, stockholders voting against such proposals will not be entitled to seek appraisal for their shares.
HOW ARE THE VOTES COUNTED?			All votes will be tabulated by the inspector of elections appointed for the Annual Meeting who will separately tabulate affirmative and negative votes and withheld votes/abstentions. Any information that identifies a stockholder or the particular vote of a stockholder is kept confidential.
WILL STOCKHOLDERS BE ASKED TO VOTE ON ANY OTHER MATTERS?			The Board is not aware of any other matters that will be brought before the stockholders for a vote. If any other matters properly come before the Annual Meeting, the proxy holders will vote on those matters in accordance with the recommendations of the Board or, if no recommendations are given, in accordance with their own judgment. Stockholders attending the meeting may directly vote on those matters or they may vote by proxy.
WHAT IS “HOUSEHOLDING”?			If you and one or more stockholders share the same address, it is possible that only one copy of the Notice or one copy of the proxy materials, as applicable, was delivered to your address. This is known as “householding.” We will promptly deliver a separate copy of the Notice or, if you requested a printed version by mail, the proxy materials, to you if you call or write us at our principal executive offices at 112 Westwood Place, Suite 350, Brentwood, Tennessee 37027, Attn: Secretary; telephone: (949) 681-2710. If you want to receive separate copies of the Notice or the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and telephone number.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OR MORE THAN ONE COPY OF THE PROXY MATERIALS?			If you receive more than one Notice or more than one copy of the proxy materials, your shares are owned in more than one name or in multiple accounts. To ensure that all of your shares are voted, you must follow the voting instructions included in each Notice or proxy materials you receive. Please note that if you hold both common stock and Series C Preferred Stock, you can expect to receive a separate Notice for each class of stock.
CAN I CHANGE OR REVOKE MY VOTE AFTER I SUBMIT MY PROXY?			Even after you have submitted your proxy card or voted by Internet, you may change or revoke your vote at any time before the proxy is exercised by filing with our Secretary either a notice of revocation or a signed proxy card bearing a later date. The powers of the proxy holders will be suspended with respect to your shares if you attend the meeting virtually and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.


Board Diversity Matrix (As of April 22, 2026)
Total Number of Directors	6
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	5	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	2	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	3	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0


Linda Baddour			Linda Baddour, age 67, became a member of our Board of Directors in March 2021 and serves as Chair of the Nomination and Governance Committee, Chair of the Audit Committee and member of the Compensation Committee of our Board of Directors. Ms. Baddour is an experienced senior executive with over twenty years of experience across healthcare, life sciences and pharmaceuticals. Ms. Baddour has served on the board of directors of Waters Corporation (NYSE: WAT), a publicly traded analytical laboratory instrument and software company, since 2018, and Signant Health, since 2020. Ms. Baddour is currently serving as the audit committee chair of Waters Corporation. Ms. Baddour has also served on the board of directors of two private companies, Zeus, Inc. and Flourish Research, since 2025. Ms. Baddour also served on the board of directors of Advarra, a Genstar Capital portfolio company, from 2019 until its sale in 2022. From 2007 to 2018, Ms. Baddour served as Executive Vice President and Chief Financial Officer of PRA Health Sciences, Inc., a global contract research organization and data science company. During Ms. Baddour’s tenure, PRA Health Sciences grew from approximately 3,000 employees to over 17,000. From 1995 to 2007, Ms. Baddour worked at Pharmaceutical Product Development, Inc., a contract research organization, serving in various roles, including as Chief Financial Officer, Treasurer and Chief Accounting Officer. Ms. Baddour earned both a B.A. and M.B.A. from the University of North Carolina at Wilmington, and is a CPA-retired. We believe Ms. Baddour’s financial and business expertise, including her background in global contract research organizations, financial leadership in mergers and acquisitions makes her well-qualified to serve as a member of our Board of Directors.


Daniel M. Hancock			Daniel Hancock, age 75, became a member of our Board of Directors in January 2019 and serves as member of the Audit Committee, Compensation Committee and Scientific and Technology Committee of our Board of Directors. Mr. Hancock is currently President of DMH Strategic Consulting LLC. He retired from General Motors (“GM”) in 2011, after 43 years of service in GM’s powertrain engineering and general management functions. His last position with GM was Vice President, Global Strategic Product Alliances. During this period, he served as Chair of GM’s DMAX and VM Motori diesel engine joint ventures with Isuzu and Fiat, respectively. Mr. Hancock’s previous appointments at GM included: Vice President, Global Powertrain Engineering; CEO, Fiat-GM Powertrain; and President, Allison Transmission Division. Mr. Hancock had full functional responsibility for the global operations of Fiat-GM Powertrain and Allison Transmission Division during his assignments there. Mr. Hancock is serving as chair of the board of SuperTurbo Technologies, Inc., a privately-held developer of advanced turbo compounding systems for engines. In addition, Mr. Hancock serves in an advisory capacity to several global suppliers to the automotive and commercial vehicle industries. Mr. Hancock previously served as Chair of the Board of Westport Fuel Systems (NASDAQ: WPRT), a Vancouver, B.C. based global supplier of clean gaseous fuel parts and systems for the transportation industry, from July 2017 until December 2025. He was President of SAE International in 2014 and is a member of the National Academy of Engineering. He is a Trustee of the FISITA Foundation, a professional association serving the global automotive engineering societies. He received a master’s degree in mechanical engineering from Massachusetts Institute of Technology (MIT) and a bachelor’s degree also in mechanical engineering from General Motors Institute (now Kettering University), Michigan. We believe Mr. Hancock’s global business experience, strong business acumen, and extensive manufacturing and engineering expertise qualifies him well to serve as a member of our Board of Directors.


Robert Hariri, M.D., Ph.D.			Dr. Hariri, M.D., Ph.D., age 66, became a member of our Board of Directors in September 2015 and serves as Chair of the Scientific and Technology Committee and member of the Nomination and Governance Committee of our Board of Directors. Dr. Hariri is a visionary surgeon, scientist, aviator and entrepreneur and serves as the Founder, Chair and CEO of Celularity, Inc. (NASDAQ: CELU). Previously, he served as the CEO of the Cellular Therapeutics Division of Celgene Corporation from 2005 to 2013. Prior to joining Celgene Cellular Therapeutics, Dr. Hariri was founder, chair and chief scientific officer at Anthrogenesis Corporation, a privately held biomedical technology and service corporation involved in the area of human stem cell therapeutics, which was acquired by Celgene in 2002. Dr. Hariri also co-founded the genomic-based health intelligence company, Human Longevity, Inc. Dr. Hariri is an Adjunct Professor of Neurosurgery and member of the Board of Overseers of the Weill Cornell Medical College and is a former member of the Board of Visitors of the Columbia University School of Engineering & Applied Sciences and the Science & Technology Council of the College of Physicians and Surgeons. He is also a member of the X Prize Foundation scientific advisory board for the Archon X PRIZE for Genomics. Dr. Hariri is also a Trustee and vice-chair of the Liberty Science Center. In addition to Cryoport, Dr. Hariri has served as a member of the board of directors of various companies, including Myos Corporation from July 2011 to November 2020, where he served as Chair of the board from April 2012 to November 2020, Bionik Laboratories Corp. from March 2015 to October 2017, and Bio Vie Inc. from June 2020 to March 2025. He has pioneered the use of stem cells to treat a range of life-threatening diseases and has over 170 issued and pending patents, has authored over 150 published chapters, articles and abstracts and is most recognized for his discovery of pluripotent stem cells from the placenta as a member of the team which discovered TNF (tumor necrosis factor). A jet-rated commercial pilot with thousands of hours of flight time in over 60 different military and civilian aircraft, Dr. Hariri is a founder of Jet-A Aviation, a heavy-jet charter airline.

			Dr. Hariri received his undergraduate training at Columbia College and Columbia University School of Engineering and Applied Sciences and was awarded his M.D. and Ph.D. degrees from Cornell University Medical College. Dr. Hariri received his surgical training at The New York Hospital-Cornell Medical Center where he also co-directed the Aitken Laboratory in Neurosurgery. We believe Dr. Hariri’s training as a scientist, his knowledge and experience with respect to the biomedical and pharmaceutical industries and his extensive research and experience makes him well-qualified to serve as a member of our Board of Directors.


Ram M. Jagannath			Ram Jagannath, age 49, became a member of our Board of Directors in October 2020. Mr. Jagannath is the Global Head of Healthcare at Blackstone, based in New York. Since joining Blackstone in 2019, Mr. Jagannath has led Blackstone’s investments in Hologic, Chartis, DNAnexus, Life Science Logistics, Medable, Hydrogen Health, Ginger, ZO Skin Health, Cryoport, and HealthEdge, and was involved in Blackstone’s investments in Advarra, Precision Medicine Group, and Alnylam/inclisiran royalty. He is also a member of the Blackstone Growth Investment Committee. Before joining Blackstone, Mr. Jagannath was a founding Partner of Navab Capital Partners (NCP), where he was Head of Healthcare and a member of NCP’s Management and Investment Committees. Prior to NCP, he was a Managing Director of The Carlyle Group, focused on healthcare investments in Carlyle’s flagship US Buyout private equity fund. Previously, he worked at Genstar Capital and Thomas Weisel Capital Partners. Mr. Jagannath currently serves on the Board of Directors of Hologic, Chartis, Life Science Logistics and Headspace Health, and previously served as Board Chairman or Director of HealthEdge and ZO Skin Health. He also serves on the Healthcare Leadership Council, the Board of Visitors of the Duke Pratt School of Engineering, the Board of Directors of the Navy SEAL Foundation, and the Kellogg School of Management Private Equity Advisory Council. Mr. Jagannath was previously a term member of the Council on Foreign Relations. He has been recognized as one of Modern Healthcare’s 100 Most Influential People in Healthcare and GrowthCap’s Top 25 Healthcare Investors. Mr. Jagannath received a BSE in Biomedical and Electrical Engineering with a minor in Economics from Duke University, and a J.D./MBA from Northwestern University’s Pritzker School of Law and Kellogg School of Management. After Duke, he was a Fulbright Scholar in Economic Development at the University of Zagreb in Croatia. We believe Mr. Jagannath’s experience in the healthcare industry, in mergers and acquisitions, and his background in engineering make him well-qualified to serve as a member of our Board of Directors. For additional information regarding Mr. Jagannath’s nomination, see “—Corporate Governance Structure and Function—What are the nominating procedures and criteria?—Blackstone Nominee.”


Ramkumar Mandalam, Ph.D.			Dr. Mandalam, age 61, became a member of our Board of Directors in June 2014 and serves as Lead Director, Chair of the Compensation Committee and member of the Nomination and Governance Committee, Audit Committee and the Science and Technology Committee of our Board of Directors. Dr. Mandalam is currently the Founder and CEO of Citra BioConsulting Inc., a consulting firm providing services to the cell and gene therapy industry. Prior to founding Citra BioConsulting in 2021, he was the CEO, President and board member of Cellerant Therapeutics, Inc., a clinical stage biotechnology company developing novel cell-based and antibody therapies for cancer treatment and blood-related disorders. Under his leadership, Cellerant developed a pipeline of candidates for treatment of hematological malignancies and rapidly expanded from an early-stage to an advanced clinical-stage company. Prior to joining Cellerant in 2005, he was the Executive Director of Product Development at Geron Corporation, a biopharmaceutical company where he managed the development and manufacturing of cell-based therapies for treatment of degenerative diseases and cancer. From 1994 to 2000, he held various positions in research and development at Aastrom Biosciences, where he was responsible for programs involving ex vivo expansion of human bone marrow stem cells and dendritic cells. In addition to serving on the Board, Dr. Mandalam serves on the Commercial advisory board of NSF center for Cell Manufacturing Technologies (CMaT). Dr. Mandalam received his Ph.D. in Chemical Engineering from the University of Michigan, Ann Arbor, Michigan. Dr. Mandalam is the author or co-author of several publications, patent applications, and abstracts. We believe Dr. Mandalam’s training as a scientist, extensive background in biotechnology and management expertise makes him well-qualified to serve as a member of our Board of Directors and Lead Director.


Jerrell W. Shelton			Jerrell W. Shelton, age 80, became a member of our Board of Directors in October 2012 and was appointed President and Chief Executive Officer of the Company in November 2012. He was appointed Chair of the Board in October 2015. He served on the board of directors and standing committees of Solera Holdings, Inc. from April 2007 through November 2011. From June 2004 to May 2006, Mr. Shelton was the Chair and CEO of Wellness, Inc., a provider of advanced, integrated hospital and clinical environments. Prior to that, he served as Visiting Executive to IBM Research and Head of IBM’s WebFountain. From October 1998 to October 1999, Mr. Shelton was Chair, President and CEO of NDC Holdings II, Inc. Between October 1996 and July 1998, he was President and CEO of Continental Graphics Holdings, Inc. And, from October 1991 to July 1996, Mr. Shelton served as President and CEO of Thomson Business Information Group. Mr. Shelton has a B.S. in Business Administration from the University of Tennessee and an M.B.A. from Harvard University. We believe Mr. Shelton’s extensive leadership, management, strategic planning and financial expertise through his various leadership and directorship roles in public, private and global companies, makes him well-qualified to serve as a member of our Board of Directors.


How Often Did The Board Meet During 2025?			During 2025, there were five meetings of the Board, as well as several actions taken with the unanimous written consent of the Board with informal discussions and communication prior to the execution of such consents, but without a meeting. In 2025, each director attended at least 75% of the aggregate number of meetings of the Board and committees on which such director served (during the periods for which the director served on the Board and such committees). The Company does not have a written policy requiring directors to attend its annual meeting of stockholders. Last year, one director, Mr. Shelton, attended our 2025 Annual Meeting of Stockholders.
Do We Have Independent Directors?			Our Board is responsible for determining the independence of our directors. For purposes of determining director independence, our Board has applied the definitions set forth in NASDAQ Rule 5605(a)(2) and the related rules of the SEC. Based upon its evaluation, our Board has affirmatively determined that the following directors meet the standards of independence: Mr. Hancock, Dr. Hariri, Dr. Mandalam, Mr. Jagannath and Ms. Baddour. Mr. Richard Berman, who passed away in February 2025, was previously determined to be independent by the Board as well.
What Committees has the Board established?			Our Board has established an Audit Committee, a Compensation Committee, a Nomination and Governance Committee and a Science and Technology Committee. Charters for each of these committees are available on the Company’s website at www.cryoportinc.com on the “Governance: Governance Documents” page under the heading “Investor Relations.” Information on the website does not constitute a part of this Proxy Statement.


Audit Committee			The functions of the Audit Committee are to (i) review the qualifications of the independent auditors, our annual and interim financial statements, the independent auditor’s report, significant reporting or operating issues and corporate policies and procedures as they relate to accounting and financial controls; and (ii) consider and review other matters relating to our financial and accounting affairs. The current members of the Audit Committee are Ms. Baddour, who is the Audit Committee Chair, Mr. Hancock and Dr. Mandalam. The Company has determined that Ms. Baddour qualifies as an “audit committee financial expert” as defined under the rules of the SEC. Additionally, the Company has determined that each member of the Audit Committee is “independent” under SEC and NASDAQ rules applicable to audit committee members, as well as meets NASDAQ’s financial literacy and financial sophistication requirements. During 2025, the Audit Committee held seven meetings. In addition, the Audit Committee regularly held discussions regarding the consolidated financial statements of the Company during Board meetings.