David Portnoy

About David Portnoy

David I. Portnoy is Chairman and Co‑Chief Executive Officer of Cryo‑Cell International, Inc., age 62, serving as Chairman and Co‑CEO since August 2011. He earned a BS in Economics (finance and accounting), magna cum laude, from The Wharton School in 1984 and previously chaired Partner‑Community, Inc. and provided initial venture capital to Waves Audio Ltd . He beneficially owns 1,851,050 CCEL shares (22.45% of outstanding) as of September 15, 2025, indicating significant alignment with shareholders . Company performance context: FY revenues and EBITDA over the last three fiscal years are shown below; values without citations are from S&P Global.

Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

• Current base salary under employment agreement: $741,000 (cost-of-living increases applied) .
• Bonuses for Co‑CEOs are determined via subjective assessment under employment agreements (no explicit weighted financial metrics disclosed) .

Performance Compensation

Option awards and market‑/time‑based vesting structure:

• Annual incentive approach: cash bonus plus option grants; assessment includes leadership and strategic competencies rather than disclosed financial targets/weightings .
• Compensation consultants used from time to time by the Compensation Committee .

Equity Ownership & Alignment

Total beneficial ownership and detailed breakdown (as of Sep 15, 2025):

• Ownership guidelines: not disclosed in proxy; Clawback policy referenced in executive agreement language (subject to Dodd‑Frank/exchange listing standards) .
• Pledged shares: no pledge disclosures identified in proxy .

Employment Terms

• Agreement: Two‑year employment agreements effective Dec 1, 2022; base salary $700,000 initially, with current $741,000; signing bonus options (50,000) exercisable only if stock closes above $8 at least once; reimbursement of commuting expenses between Miami and Tampa; company covers reasonable legal/financial consulting fees related to negotiation and disputes .
• Severance (Involuntary or Good Reason; including post‑change in control): 2× base salary plus bonus (average of last three if in first year; most recent if after second year); first payment within 90 days; subsequent payments by March 15 annually; 24 months of life, medical, dental, disability coverage; disability triggers 2× base salary over three years; death triggers 2× base salary lump sum within 30 days and two years of medical/dental coverage for family; 1‑year non‑compete; 12‑month non‑solicit .
• Additional 8‑K terms: COBRA premiums for up to 24 months post‑termination; life/disability premium coverage; or cash equivalent if benefits cannot be provided . Retirement at age 70 defined; disability and death benefits detailed (including timing and COBRA) .
• Change‑of‑control tax gross‑ups: Company provides 280G/4999 excise tax gross‑up payments, including a “gross‑up percentage” formula to make the executive whole on taxes for excess parachute payments .
• Clawbacks: Incentive compensation subject to deduction/recoupment under any Company clawback policy aligned with exchange listing standards and Dodd‑Frank .

Board Governance

• Roles: David Portnoy serves as Chairman of the Board and Co‑CEO; Mark L. Portnoy is Co‑CEO and David’s brother .
• Board composition and independence: Board size set at four; independent directors identified as Harold Berger and Daniel Mizrahi . Audit Committee: Berger (Chair), Mizrahi; Compensation Committee: Mizrahi (Chair), Berger; Governance and Nominating Committees: Berger (Chair), Mizrahi .
• Board activity: Eight meetings in FY 2024; directors attended at least 75% of meetings and committee meetings; directors requested to attend annual meetings (presence in 2024) .
• Committee expertise: Harold Berger designated as “Audit Committee financial expert” per Item 407(d)(5) .
• Director independence context: David is management (Chairman/Co‑CEO) and therefore not independent; Board notes active oversight of risk across committees .

Director Compensation

• Policy: Non‑employee directors receive $40,000 annual retainer plus annual stock option grant of 5,300 shares at fair market value on the meeting date .
• FY 2024 non‑employee director compensation:
  • Harold Berger: $50,000 cash fees; $18,915 option award; total $68,915 .
  • Daniel Mizrahi: $50,000 cash fees; $18,915 option award; total $68,915 .

Compensation Structure Analysis

• Mix: Cash salary and discretionary cash bonus plus stock options; no RSUs/PSUs disclosed for David Portnoy .
• Metric disclosure: Bonuses determined subjectively without disclosed quantitative financial targets/weights; assessment includes leadership, accountability, decision‑making, communication, creativity/problem solving, integrity .
• Equity design: Material market‑based vesting triggers (stock price thresholds: $25 for Apr 8, 2022 grant; $8 closing‑price condition for employment agreement options) .
• Consultants: Committee uses compensation consultants from time to time; peer group and target percentile not disclosed .
• Say‑on‑pay: Advisory vote presented; non‑binding; Board recommends “FOR” .

Related Party Transactions and Red Flags

• Related party: David Portnoy is the brother of Co‑CEO Mark Portnoy; Audit Committee Chair Harold Berger provides accounting services to Mark Portnoy; otherwise, no related‑party transactions >$120,000 identified by Audit Committee .
• Governance red flags: CEO‑Chair dual role with familial co‑CEO; presence of change‑of‑control excise tax gross‑up provisions .
• Section 16 compliance: Company indicates timely filing of Forms 3, 4, 5 .

Performance & Track Record

• Beneficial ownership increased year over year (2024: 1,721,788 shares; 2025: 1,851,050 shares), indicating greater equity alignment .
• Patent and Technology License Agreement with Duke University (shares issued to Duke) noted in governance history .
• Revenues/EBITDA trend table provided above; TSR during tenure not disclosed in filings * (revenues/EBITDA see table; TSR not disclosed).

Compensation Committee Analysis

• Composition: Independent directors Mizrahi (Chair) and Berger .
• Responsibilities: Oversees executive compensation, administers incentive and stock option plans, approves management recommendations for option grants .
• Use of consultants: Employed from time to time; no compensation peer group or percentile targeting disclosed .

Say‑on‑Pay & Shareholder Feedback

• Advisory vote on executive compensation placed on ballot; non‑binding; Board recommends “FOR” .
• Historical say‑on‑pay percentages not disclosed in 2025 proxy .

Expertise & Qualifications

• Education: Wharton School, BS Economics (finance & accounting), magna cum laude (1984) .
• Financial/operational experience: Leadership at Partner‑Community (telecom integration); early venture investor (Waves Audio); Board tenure since 2011; business acumen emphasized by Board .

Work History & Career Trajectory

Board Service History and Committee Roles; Dual‑Role Implications

• Board service: Director since at least August 2011; currently Chairman; serves concurrently as Co‑CEO .
• Committees: Audit (Berger Chair, Mizrahi), Compensation (Mizrahi Chair, Berger), Governance/Nominating (Berger Chair, Mizrahi). David Portnoy is not on these committees; they are independent .
• Dual‑role implications: CEO+Chairman combined role and familial co‑CEO relationship reduces independence of board leadership; Board acknowledges active risk oversight and identifies two independent directors .

Employment Terms (Detailed Provisions)

• Severance/change‑in‑control economics: 2× salary plus bonus; continued benefits; timing of payments; COBRA/life/disability coverage; death/disability benefits; non‑compete (1 year) and non‑solicit (12 months) .
• Tax gross‑ups: 280G/4999 excise tax gross‑up and formulae, with payments timed to tax remittance; binding accountant determinations .
• Clawback: Incentive pay subject to Company policy aligned with Dodd‑Frank/exchange rules .
• Other terms: Commuting reimbursement, legal fee provisions in agreement .

Investment Implications

• Alignment: Very high insider ownership (22.45%) by David Portnoy aligns incentives but concentrates control; monitor any future pledging/hedging (no pledges disclosed) .
• Incentive design: Bonuses are discretionary with option grants featuring market‑based price triggers ($8/$25), providing upside alignment but potentially encouraging focus on share price milestones over operating metrics; upcoming vesting dates (Jan 21, 2026; Jan 21, 2027) could create episodic selling pressure as tranches vest .
• Governance risk: Combined CEO‑Chair role and familial co‑CEO reduce leadership independence; compensation includes change‑in‑control excise tax gross‑ups, a shareholder‑unfriendly provision; these are governance overhangs to factor in risk premia .
• Retention: Generous severance (2× salary+bonus and benefits) plus non‑compete/non‑solicit suggest solid retention protections; however, discretionary bonus structure lacks transparent performance linkage, which may reduce pay‑for‑performance clarity .