Mark Portnoy
About Mark Portnoy
Co-Chief Executive Officer of Cryo-Cell International (CCEL) since August 2011; age 61; Bachelor’s in Economics, University of North Carolina at Chapel Hill (Phi Beta Kappa) . Served as CCEL director from 2011–2020 and is presented as a current director nominee in 2025; board has two independent directors, with his brother David Portnoy serving as Chairman and Co-CEO—an independence/leadership-structure consideration . Mark beneficially owns ~12.9% of shares, aligning incentives with shareholders . Company execution risk includes the ongoing Duke University license arbitration and a paused clinic strategy; discretionary CEO bonus design (no disclosed quantitative targets) and related-party ties heighten governance scrutiny .
Recent financial performance:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | 31,343,695* | 31,986,106* |
| EBITDA ($) | 1,152,721* | 4,484,925* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strome, Susskind Investments | Chief Fixed Income Trader | 1995–1997 | Managed firm trading; capital markets experience |
| Donaldson, Lufkin & Jenrette (DLJ) | Fixed Income Arbitrage Trader | 1986–1991 | Managed $1B–$7B trading book; risk/arb expertise |
| Self | Managing personal investments | 1997–present | Capital allocation/entrepreneurial investing |
| NBA contract negotiations | Agent/negotiator | 1990s | Negotiated ~$30M of player contracts |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Partner-Community, Inc. | Director | 2002–present | Private SW/hardware integration company |
| uTIPu Inc. | Director | 2007–present | Private internet business |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 494,000 | 540,000 | 556,687 |
| Cash Bonus ($) | 270,000 | 450,000 | 450,000 |
| Option Awards ($ grant-date FV) | 94,656 | 196,712 | 205,026 |
| Total ($) | 858,656 | 1,186,712 | 1,211,713 |
Additional context:
- Employment agreement effective Dec 1, 2022 set initial base at $540,000 with annual CPI-linked increases; current base shown as $557,000 in 2024 proxy and $572,000 in 2025 proxy narrative .
- Employee directors receive no board retainers/fees (non-employee director retainer is $40,000 plus annual options) .
Performance Compensation
Annual cash bonus framework and recent payouts:
| Plan/Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Discretionary annual cash bonus (committee subjective assessment of company/individual performance) | Not disclosed | Not disclosed | Not disclosed | $450,000 (FY2023), $450,000 (FY2024) | Paid after fiscal year-end |
Equity awards (selected grants; see full table below for details):
- FY2024 award: 25,000 options; one-third vested at grant; one-third vests Jan 21, 2026; one-third vests Jan 21, 2027 .
- FY2023 award: 25,000 options; one-third vested at grant; remaining tranches vest Dec 22, 2024 and Dec 22, 2025 .
- Signing award per Dec 2022 agreement: 25,000 options that vest upon stock closing at least once ≥$8 during 5-year term (price-hurdle feature) .
- April 8, 2022 grant: 100,000 options vest immediately if stock hits $25 during 7-year term (price-hurdle feature) .
Equity Ownership & Alignment
| Ownership Metric | As of Sep 20, 2024 | As of Sep 15, 2025 |
|---|---|---|
| Beneficial Shares | 1,047,157 | 1,052,990 |
| % of Shares Outstanding | 12.81% | 12.88% |
| Options exercisable within 60 days | 111,389 | 117,222 |
| Direct/indirect holdings detail | 42,266 shares via 401(k); 821,973 directly; 71,529 via Capital Asset Fund #1 LP (as GP) | Same structure; 42,266 via 401(k); 821,973 directly; 71,529 via Capital Asset Fund #1 LP; plus 117,222 options |
| Pledged/Hedged shares | None disclosed |
Outstanding equity awards (as of FY2024 year-end):
| Grant/Footnote | Shares | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|
| Aug 30, 2019 (1) | 22,222 | $7.53 | Aug 30, 2029 | 1/3 at grant; 1/3 at 1 year; 1/3 at 2 years |
| Dec 20, 2019 (1) | 20,000 | $7.28 | Dec 20, 2029 | Same as above |
| Apr 8, 2022 (4) | 100,000 | $12.27 | Dec 22, 2028 | Vest immediately if stock reaches $25 during 7-year term |
| Dec 23, 2022 (7) | 25,000 | $4.30 | Dec 23, 2027 | Price-hurdle vesting upon any close ≥$8 during 5-year term |
| Jan 3, 2023 (9) | 25,000 | $4.77 | Jan 3, 2028 | 11,250 at grant; 11,250 on Jan 2, 2024; 2,500 on Jan 2, 2025 |
| Dec 22, 2023 (1) | 25,000 | $6.47 | Dec 22, 2028 | 1/3 at grant; 1/3 at 1 year; 1/3 at 2 years |
Notes: (1) time-based tranches; (4) $25 share-price vesting; (7) $8 share-price vesting; (9) stated tranche dates .
Insider selling pressure considerations:
- Upcoming time-based vesting tranches in Dec 2025 and Jan 2026 could increase saleable shares; price-hurdle awards ($8/$25) add event-driven supply if triggered . Monitor Form 4s for any 10b5‑1 plans or sales at those dates; no pledging disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Title | Co-Chief Executive Officer |
| Agreement | Two-year employment agreement effective Dec 1, 2022; auto-renews annually unless notice given ≥60 days before term-end |
| Base Salary | $540,000 initial (Dec 2022 agreement) with CPI-linked annual increases; current base referenced at $557,000 (2024 proxy) and $572,000 (2025 proxy) |
| Annual Bonus | Discretionary (committee-subjective) cash and/or equity; may be zero |
| Signing Equity | 25,000 options (5-year) vesting only if stock closes ≥$8 at least once during option term |
| Severance (Termination w/o Cause or Good Reason; and following a Change in Control) | 2x current base salary plus bonus (average of prior 3 years if during first year; most recent bonus thereafter); paid across up to three installments; 24 months of medical/dental/disability/life insurance coverage |
| Disability/Death | Disability: 2x base over three years, net of disability benefits; all unvested shares/options fully vest upon disability. Death: 2x base lump sum; family medical/dental for two years |
| Restrictive Covenants | Non-compete 1 year; non-solicit 12 months |
| Other Benefits | Participation in employee benefit plans; legal-fee reimbursements for certain agreement disputes |
Change-in-control construct: severance requires termination (double-trigger); no explicit change-in-control equity acceleration disclosed beyond disability vesting .
Board Governance
- Service history: Director 2011–2020; in 2025, presented as a current director nominee with four-person slate; board size 4 .
- Committees: Audit (Berger, Chair; Mizrahi), Compensation (Mizrahi, Chair; Berger), Governance/Nominating (Berger, Chair; Mizrahi). Committees are entirely non-employee, independent directors .
- Independence/leadership: Only Berger and Mizrahi deemed independent; David Portnoy is Chairman and Co-CEO; Mark is Co-CEO and David’s brother—concentrated leadership and family ties reduce independence .
- Attendance: Board held 8 meetings in FY2024; all directors attended ≥75% of board/committee meetings .
- Director compensation: Employee directors (incl. Mark) receive no board pay; non-employee directors receive $40,000 retainer plus 5,300 options annually .
- Related-party note: Audit Committee Chair provides accounting services to Mark Portnoy personally; disclosed by Audit Committee as the only related-party item, alongside the Portnoy brother relationship .
Compensation Structure Analysis
- Cash/equity mix: Mark’s pay emphasizes base + discretionary cash bonus, with regular annual option awards; equity includes both time-based and price-hurdle options ($8/$25 triggers) .
- Discretionary bonuses: No disclosed quantitative targets/weightings for annual bonus—a lower transparency/alignment feature; committee performs subjective assessment .
- Equity design: Price-hurdle options can improve alignment if hurdles are meaningful (e.g., $25 trigger), while time-based tranches reduce performance sensitivity; several near-term vest dates (Dec 2025, Jan 2026, Jan 2027) create potential selling windows .
- Peer/consultants: Committee uses compensation consultants from time to time; no peer group disclosed .
Performance & Track Record
- Strategic expansion risks: Duke license program and planned clinic spinoff (Celle Corp.) are paused pending arbitration; management asserts claims >$100M; outcome uncertain and could materially impact results .
- Dividends/capital allocation: Board declared $0.25 per share dividends in Oct 2024 and Jan 2025; the Oct dividend was funded with a bank revolver—relevant to balance between shareholder returns and leverage .
- Operating footprint: cGMP/cGTP facilities in FL and a 56,000 sq ft NC facility (ExtraVault cold storage) with certificate of occupancy obtained May 15, 2024; expansion execution is a lever .
Director Compensation (for Directors)
- Employee Director (Mark): $0; receives executive pay only .
- Non-employee Directors: $40,000 cash retainer; annual option grant of 5,300 shares; sample FY2024 totals ~$68,915 per director including option expense timing .
Equity & Insider Dynamics
- Total beneficial ownership: 1,052,990 shares (12.88%); includes 117,222 options currently/exercisable within 60 days .
- Pledging/Hedging: No pledging disclosed .
- Overhang and supply: Price-hurdle awards (25k @ $8; 100k @ $25) and time-based tranches create potential unlocks upon triggers/dates; monitor for Form 4s around Dec 2025–Jan 2027 .
Employment & Contracts (Retention/Transition)
- Term/auto-renew: 24-month term with automatic one-year renewals absent 60-day notice .
- Severance economics: 2x base + bonus (timing-dependent) plus 24 months of benefits; non-compete 12 months; non-solicit 12–18 months depending on agreement section .
- Triggers: Double-trigger severance upon post-change-in-control termination; disability accelerates unvested equity; death benefits provided .
- Clawbacks/tax gross-ups: Not disclosed in proxies/agreements excerpted .
Investment Implications
- Alignment: High insider ownership (Portnoy brothers combined ~35%+) aligns leadership with equity outcomes; however, family ties and dual-role Chairman/Co-CEO structure reduce independent oversight; related-party service to Mark by Audit Chair is a governance watch item .
- Pay-for-performance: Heavy reliance on discretionary cash bonuses (no disclosed financial targets) and time-based options weakens direct linkage to operating KPIs; price-hurdle grants ($25) provide upside alignment if cleared .
- Retention/overhang: Robust severance protections (2x base+bonus) and a one-year non-compete lower near-term retention risk; expect incremental sellable float around Dec 2025 and Jan 2026/2027 vest dates; monitor 10b5‑1 activity .
- Execution risk: Ongoing Duke arbitration and paused clinic/manufacturing strategy introduce binary outcomes; management’s asserted damages (> $100M) indicate materiality; dividend funded by revolver underscores capital allocation/leverage trade-offs .
If you want, I can add a Form 4 analysis of Mark’s transactions to quantify realized sales vs. vesting over the past 24 months and flag any 10b5‑1 plans (requires insider filings data).