Linda Baddour
About Linda Baddour
Independent director since March 2021; age 66. Former EVP & CFO at PRA Health Sciences and CFO/Treasurer/CAO at PPD with 20+ years across healthcare and life sciences; currently Audit Committee Chair at Waters Corp (NYSE: WAT). Holds a B.A. and M.B.A. from UNC Wilmington; CPA (retired). Chairs CYRX’s Audit and Nomination & Governance Committees and serves on the Compensation Committee; designated Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PRA Health Sciences, Inc. | EVP & Chief Financial Officer | 2007–2018 | Scaled organization from ~3,000 to >17,000 employees; financial leadership in M&A |
| Pharmaceutical Product Development, Inc. (PPD) | CFO, Treasurer, Chief Accounting Officer; prior roles | 1995–2007 | Senior finance leadership at a global CRO |
External Roles
| Organization | Role | Tenure | Notes / Committees |
|---|---|---|---|
| Waters Corporation (NYSE: WAT) | Director; Audit Committee Chair | Since 2018 | Public company; audit chair |
| Signant Health | Director | Since 2020 | Private company |
| Zeus, Inc. | Director | Since 2025 | Private company |
| Flourish Research | Director | Since 2025 | Private company |
| Advarra (Genstar portfolio) | Director | 2019–2022 | Exited on sale (2022) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under Nasdaq/SEC rules |
| CYRX Board tenure | Director since March 2021 |
| Committee roles | Audit (Chair); Nomination & Governance (Chair); Compensation (Member) |
| Audit financial expert | Yes (SEC definition) |
| Board meetings (2024) | Board met 5 times; each director attended at least 75% of Board and committee meetings |
| Committee meetings (2024) | Audit: 5; Compensation: 5; Nomination & Governance: 5; Science & Technology: 2 |
| Board leadership | Combined Chair/CEO; Independent Lead Director (Ramkumar Mandalam appointed Feb 2025); independent directors meet in executive session |
| Overboarding policy | Adopted 2024; max 3 public boards (including CYRX), or max 2 if serving as a public-company executive |
| Annual meeting attendance policy | No requirement for directors to attend; in 2024 only the CEO attended the annual meeting |
Implication: Concentration of committee leadership (Audit and N&G) under one director heightens her influence and workload, but independence, audit expertise, and meeting cadence support oversight capacity. Combined Chair/CEO structure is mitigated by a Lead Independent Director and regular executive sessions.
Fixed Compensation (Non-Employee Director)
| Component | Policy Amount | Frequency/Terms | Ms. Baddour 2024 Actual |
|---|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly | $77,500 cash fees |
| Audit Committee Chair fee | $20,000 | Annual | — (actual cash shown above) |
| Nomination & Governance Chair fee | $10,000 | Annual | — (actual cash shown above) |
Notes: Cash earned in 2024 reflects actual fees paid/earned; policy provides chair retainers as shown.
Performance Compensation (Non-Employee Director Equity)
| Grant Type | Standard Annual Grant Value | Vesting & Terms | Exercise Price Basis | Ms. Baddour 2024 Awarded Value |
|---|---|---|---|---|
| Stock Options | $162,500 | Vest ratably monthly over 1 year; director post-service exercise window: earlier of 7 years or 3 years after service ends | Equal to closing price on annual meeting date | $162,489 option grant value |
| Restricted Stock Rights (RSRs) | $162,500 | Cliff vest 1 year after annual meeting | N/A | $162,499 stock award value |
Metric design: No performance metrics; director equity is time-based (not tied to revenue/EBITDA/TSR).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public boards | Waters Corporation (NYSE: WAT) – Audit Chair |
| Private boards | Signant Health; Zeus, Inc.; Flourish Research; prior Advarra (2019–2022) |
| Interlocks / related parties | No related-party transactions disclosed involving Ms. Baddour |
Expertise & Qualifications
- Financial leadership across global CROs; deep M&A and scaling experience; CPA (retired) – supports audit oversight and risk management.
- Designated Audit Committee Financial Expert at CYRX.
- Education: B.A. and M.B.A., University of North Carolina at Wilmington.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of April 14, 2025) | 100,237 shares; less than 1% of common stock outstanding |
| Shares outstanding (record date) | 50,137,218 common shares |
| Included within beneficial ownership | 78,547 shares acquirable within 60 days via options/RSRs |
| Unvested RSRs at 12/31/2024 | 12,845 |
| Unexercised options at 12/31/2024 | 65,702 |
| Hedging/pledging | Prohibited by policy (directors and employees) |
| Director ownership guideline | 3x annual retainer; all non-employee directors in compliance or have additional time |
Insider Trades and Section 16(a) Compliance
| Item | Detail |
|---|---|
| Delinquent Section 16(a) filings (2024) | None disclosed for Ms. Baddour |
Governance Assessment
-
Strengths
- Independent director; chairs Audit and Nominating & Governance; designated Audit Committee Financial Expert, enhancing financial oversight and controls.
- Compensation mix for directors is majority equity with clear vesting, plus 3x retainer ownership guideline and prohibitions on hedging/pledging, aligning interests with shareholders.
- Board adopted overboarding limits in response to investor feedback; Ms. Baddour appears within limits (Waters + CYRX).
-
Watch items / potential risks
- Dual role chairing both Audit and N&G centralizes governance influence; monitor workload and committee effectiveness.
- CYRX maintains combined Chair/CEO; reliance on Lead Independent Director and executive sessions is important for counterbalance.
- Company-level investor influence: voting agreement with Series C Preferred holders (Blackstone) can affect board dynamics; not linked to Ms. Baddour but relevant context.
-
Shareholder signals
- Say-on-pay support was ~98% in 2024, reflecting positive investor sentiment on compensation governance.
No related-party transactions, no Section 16(a) delinquencies, and strong audit credentials support investor confidence in Ms. Baddour’s governance effectiveness.