Edward Zecchini
About Edward Zecchini
Edward J. Zecchini is Cryoport’s Senior Vice President, Chief Digital & Technology Officer, appointed effective February 19, 2024 after retiring from the Board; he was a long-serving independent director from September 2013 to February 2024 and chaired the Compensation Committee in 2022–2023 . He holds a B.A. from the State University of New York at Oswego and brings 30+ years of healthcare IT leadership; age 62 as disclosed in 2023 . During his first year as an executive (2024), Company performance against incentive metrics was mixed: revenue of $228.4 million vs. $230.0 million target (99.3% achieved), Adjusted EBITDA of -$15.1 million vs. -$8.4 million target (0% payout), and Company TSR value of $47.27 for a $100 initial investment in 2024; peer group TSR value was $137.15 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Remedy Partners, Inc. | Chief Information Officer | 2014–2019 | |
| Sandata Technologies, LLC | EVP & Chief Technology Officer | 2010–2014 | |
| Cryoport, Inc. | Independent Director; Compensation Committee Chair; Audit & Science/Technology Committee member | 2013–Feb 2024 | |
| Touchstone Healthcare Partnership; HealthMarkets, Inc.; Thomson Healthcare; SportsTicker, Inc. | Senior executive roles | Not disclosed |
Sources:
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IT Analytics LLC | Managing Member | Not disclosed | Current per proxy biography |
| TribeHealth, Inc. | Advisor | Not disclosed | Current per proxy biography |
| Ontrak, Inc. (public) | Director | 2018–2022 | Former public company directorship |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $579,075 (initially $551,500; increased effective May 1, 2024) |
| Target Bonus (%) | 60% of base salary |
| Actual Bonus Paid ($) | $200,475 (57.7% of target) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout (% of target) | Notes |
|---|---|---|---|---|---|
| Revenue ($000) | 40% | $230,000 | $228,400 | 94.2% | Company-wide bonus grid; CEO and NEOs use same Base Financial Goals |
| Adjusted EBITDA ($000) | 40% | ($8,400) | ($15,100) | 0% | Company-wide bonus grid; payout floor at threshold |
| Personal Strategic Objectives | 20% | 100% attainment | 100% attainment | 100% | Objectives included tech staffing/transition plan; attainment determined by Compensation Committee |
Long-term incentives awarded in 2024:
| Grant Date | Award Type | Shares | Strike/Base | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 3/15/2024 | Restricted Stock Rights (RSRs) | 10,455 | N/A | 25% annually on 3/15/2025–2028 | $158,707 |
| 3/15/2024 | Premium-Priced Stock Options | 20,910 | $16.70 (10% above close) | Monthly over 48 months; 7-year term | $181,696 |
Program design notes:
- More than 50% of long-term incentive value granted in performance-based options (premium strike) for NEOs; options require ≥10% share price increase to have realizable value and vest monthly over 4 years; RSRs vest annually over 4 years .
- Executive compensation features: no hedging or pledging, no option repricing, no single-trigger change-in-control payments, robust recoupment policy, stock ownership guidelines .
Equity Ownership & Alignment
| Date | Beneficial Ownership (shares) | % of Common Shares Outstanding | Shares Underlying Options/RSRs Included | Notes |
|---|---|---|---|---|
| March 18, 2024 | 272,128 | <1% | See footnote (rights to acquire via awards within 60 days) | Beneficial ownership table in 2024 proxy |
| April 14, 2025 | 307,524 | <1% | 51,070 (rights to acquire via options/unvested RSRs within 60 days) | Beneficial ownership table and footnote |
Vested vs unvested (as of Dec 31, 2024):
- Unvested RSRs: 10,455 shares; market value $81,340 at $7.78 close .
- Options (selected): 3,921 exercisable and 16,989 unexercisable from the 2024 grant at $16.70; legacy options include strikes at $3.07 (75,000, expiring 8/20/2025) and $4.80 (35,000, expiring 6/23/2027), with others at ≥$9.29 (out of the money at $7.78) .
Alignment policies:
- Stock ownership guideline for SVP: 3x base salary; all NEOs either in compliance or within the five-year window to achieve .
- Hedging and pledging of Company stock is prohibited by Insider Trading and Tipping Policy .
Employment Terms
| Term | Detail |
|---|---|
| Role and Start Date | SVP & Chief Digital & Technology Officer effective February 19, 2024 |
| Contract Expiration | February 19, 2027; auto-renews annually unless ≥180 days’ non-renewal notice |
| Non-Solicit | 18 months post-termination |
| Severance (without cause / good reason) | 18 months base salary continuation; Company-paid portion of COBRA for up to 18 months; one-year accelerated vesting of unvested equity awards |
| Change-in-Control (double trigger) | If terminated without cause or for good reason in connection with or within 12 months of a change in control: full acceleration of unvested equity awards |
| Clawback | Company must recover excess incentive comp if a material restatement is required (three-year lookback), subject to Nasdaq clawback rules |
| Ownership Guideline | 3x base salary for SVPs; five-year compliance window |
| Other | Compensation program does not provide tax gross-ups on change in control |
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid at 57.7% of target reflects near-target revenue but an Adjusted EBITDA miss; personal objectives for the CTO role were fully achieved, indicating internal validation of execution in technology transformation .
- Insider selling pressure: As of year-end 2024, many legacy options have exercise prices at or above $9.29 and were out-of-the-money at $7.78; only older tranches at $3.07 and $4.80 were in-the-money, which limits near-term monetization; RSRs are modest in size (10,455) and vest over four years .
- Retention economics: An 18-month cash severance and double-trigger full equity acceleration underscore meaningful retention protection through February 2027, with non-solicit constraints for 18 months enhancing retention posture .
- Alignment safeguards: Prohibitions on hedging/pledging, robust clawback, and stock ownership guidelines (3x salary) support alignment; beneficial ownership remains <1%, so ownership incentives are primarily through ongoing vesting value creation and premium-priced options .
- Context on pay governance: Say-on-pay support remained strong (approx. 98% in 2024), and FW Cook benchmarks plus premium-priced options suggest disciplined equity usage amid a challenging macro backdrop and negative 2024 Adjusted EBITDA .