Harold Berger
About Harold Berger
Harold D. Berger, age 61, is an independent director at Cryo-Cell International (CCEL) since August 2011. He is a Certified Public Accountant, founder/partner of his own accounting firm since 2005, and previously an equity partner at Habif, Arogeti & Wynne, LLP (Atlanta). He holds a master’s degree in Professional Accounting from the University of Texas at Austin and is a member of AICPA and GSCPA; the Board has designated him as an “Audit Committee financial expert” under Item 407(d)(5) of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harold Berger CPA firm (name not disclosed) | Founder/Partner (CPA) | 2005–present | Financial/accounting expertise |
| Habif, Arogeti & Wynne, LLP (Atlanta) | Equity Partner (CPA) | Prior to 2005 | Audit/accounting leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holly Lane Foundation (f/k/a The Gatchell Home, Inc.) | Treasurer; Executive Committee Member | Current | Executive Committee; fiduciary oversight |
| Jewish Educational Loan Fund, Inc. | Director; Finance Committee Member | Current | Finance committee; financial stewardship |
| The Atlanta Group Home Foundation, Inc. | Director; Financial Adviser | Current | Advisory on financial matters |
Board Governance
- Independence: The Board determined Harold Berger is independent under NYSE Section 303A standards; CCEL follows these standards voluntarily .
- Roles and Committees:
- Audit Committee: Chairman; committee is fully independent, met 4 times in FY2024; Berger designated Audit Committee “financial expert” .
- Compensation Committee: Member; committee is fully independent, met 1 time in FY2024 .
- Governance Committee: Chairman; charter adopted and available on company website .
- Nominating Committee: Chairman; no charter for the nominating committee .
- Attendance and Engagement:
- Board meetings: 8 in FY2024; each director attended at least 75% of board and committee meetings of which they were a member .
- Annual meeting: All directors attended the 2024 Annual Meeting of Stockholders .
| Committee | Role | Independence | FY2024 Meetings | Charter | Notes |
|---|---|---|---|---|---|
| Audit | Chairman | Independent | 4 | Yes (website) | Berger is “financial expert” |
| Compensation | Member | Independent | 1 | Yes (website) | Oversees incentive/option plans |
| Governance | Chairman | Independent | Not disclosed | Yes (website) | Focus on board effectiveness |
| Nominating | Chairman | Independent | Not disclosed | No charter | Handles director evaluations |
Fixed Compensation
| Component | Policy (Non-Employee Directors) | FY2024 Actuals (Harold Berger) |
|---|---|---|
| Annual Cash Retainer | $40,000 per year | $50,000 Fees Earned/Paid in Cash |
| Committee Chair/Member Fees | Not disclosed | Not disclosed |
Notes: Non-employee directors receive no meeting fees disclosure; actual cash exceeded the base retainer, implying additional cash components not itemized in the proxy .
Performance Compensation
| Equity Award Type | Annual Grant Policy | FY2024 Grant Detail (Harold Berger) | Valuation/Notes |
|---|---|---|---|
| Stock Options | 5,300 shares per year; exercise price = fair market value on grant date | Annual grant disclosed; specific grant date/strike not itemized for directors | Option Awards value: $18,915 (Black-Scholes; recognized for financial reporting purposes as described) |
- Performance metrics tied to director compensation: None disclosed for directors (no TSR/EBITDA/revenue targets linked to director pay) .
Other Directorships & Interlocks
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| Public company boards | Public | None disclosed | No other public company directorships noted in biography |
| Mark Portnoy (Co-CEO) | Related-party connection | Berger provides accounting services to Mark Portnoy | Identified in Related Party Transactions section; Audit Committee oversees conflicts |
Expertise & Qualifications
- CPA; Master’s in Professional Accounting (UT Austin); AICPA and GSCPA membership .
- Audit Committee Financial Expert designation by the Board .
- 25+ years auditing/accounting experience; leadership roles in accounting firms .
- Age 61; director since August 2011 (long tenure) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Options Exercisable within 60 Days | As-of Date |
|---|---|---|---|---|
| Harold Berger | 97,201 | 1.20% | 39,300 | September 15, 2025 |
- Shares outstanding used for percent calculation: 8,055,150 .
- Pledging/hedging: Not disclosed in proxy .
- Vested vs unvested breakdown: Only options exercisable within 60 days disclosed; further breakdown not provided .
Governance Assessment
-
Strengths:
- Independent director with deep accounting background and formal “financial expert” designation—strengthens audit oversight .
- Chairs three core governance functions (Audit, Governance, Nominating), signaling board trust and central role in oversight .
- Engagement appears adequate: ≥75% attendance at board/committee meetings; attended the 2024 annual meeting .
- Director ownership (1.20% of shares outstanding) and annual equity grants provide some alignment with shareholders .
-
Concerns / RED FLAGS:
- Related-party exposure: Berger provides accounting services to Co-CEO Mark Portnoy. While disclosed and overseen by the Audit Committee, this external business relationship with a senior executive can raise perceived independence/conflict concerns—especially given Berger chairs the Audit Committee that oversees conflicts .
- Nominating Committee lacks a charter, which may reduce formalization/transparency of director selection processes compared to best practices .
- Board leadership concentration: Chairman is also Co-CEO and is the brother of the other Co-CEO; while board notes independence of Berger and Mizrahi, this structure can compress checks-and-balances and amplifies reliance on independent chairs to mitigate risk .
- Compensation Committee met only once in FY2024, potentially indicating limited frequency of compensation oversight activities relative to evolving governance expectations .
-
Compensation & Alignment Notes:
- Director cash retainer is modest ($40k) but Berger’s actual cash fees were $50k, with additional equity via options (valued $18,915), suggesting a cash-plus-equity mix aligned with small-cap governance norms; specific performance conditions for director equity awards are not disclosed .
- No director stock ownership guidelines disclosure; compliance status not assessable .
-
Say-on-Pay context:
- Say-on-Pay proposal included in 2025 proxy; results not yet available in this document. The board indicates it will consider outcomes in future decisions .