Mark Sawicki
About Mark Sawicki
Mark W. Sawicki, Ph.D., is Cryoport’s Senior Vice President and Chief Scientific Officer and CEO of Cryoport Systems, LLC, responsible for scientific and technical oversight across the company and subsidiaries . In 2024 his incentive plan tied outcomes to revenue and Adjusted EBITDA at the operating unit (Cryoport Systems) level; revenue underperformed target while Adjusted EBITDA exceeded the threshold, driving a 47.3% payout of target bonus . Company context for 2024: revenue of $228.4 million, with double‑digit growth in BioStorage/BioServices and Commercial Cell & Gene Therapy support, alongside cost reductions and margin improvement initiatives . Pay practices emphasize at‑risk compensation, premium‑priced stock options, and strict anti‑hedging/pledging and clawback policies to align management and shareholder interests .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cryoport, Inc. / Cryoport Systems, LLC | SVP & Chief Scientific Officer; CEO, Cryoport Systems | — | Leads scientific and technical functions and Cryoport Systems operations; accountable for technology advancement and performance of Cryoport Systems |
Fixed Compensation
| Year/Item (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary Rate | $551,500 | $579,075 (5% increase) |
| Target Bonus % of Base | 60% | 60% |
| Actual Bonus Paid | $0 (for 2023 plan) | $164,341 (47.3% of $347,445 target) |
Additional cash/perquisites: $13,800 401(k) match in 2024 .
Performance Compensation
Annual bonus design and 2024 outcomes (Cryoport Systems, LLC)
| Metric | Weight | Target | Actual | Payout as % of Target | Notes |
|---|---|---|---|---|---|
| Revenue | 40% | $81.6m | $76.3m | 0% | Missed threshold (93.51% of target) |
| Adjusted EBITDA | 40% | $(13.8)m | $(15.8)m | 68.2% | Achieved 87.04% vs target band |
| Individual Objectives | 20% | Company-set | Achieved | 100% | Committee-determined |
| Total Payout | — | — | — | 47.3% | Weighted outcome |
Design evolution: Company shifted 2024 weighting to 40% Revenue / 40% Adjusted EBITDA / 20% Individual (from 2023’s 50%/30%/20%), increasing emphasis on profitability; CEO uses company-level goals, while Dr. Sawicki’s plan is at the Cryoport Systems level .
Long-term incentives (grants and vesting)
| Grant Date | Instrument | Shares/Options | Exercise Price | Vesting | Grant-date Value |
|---|---|---|---|---|---|
| 3/15/2024 | RSRs | 5,750 | — | 25% annually on 3/15/25–3/15/28, service-based | $87,285 |
| 3/15/2024 | Stock Options (premium) | 11,500 | $16.70 | 1/48th monthly over 4 years; 7-year term; strike set at 10% above grant-close | $96,603 |
Program features: Over 50% of long-term incentive value in premium‑priced options; options priced 10% above market; options vest monthly; RSRs vest annually; anti‑repricing and 7‑year option terms for dilution control .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 4/14/2025) | 356,924 shares; <1% of outstanding |
| Rights to acquire within 60 days included above | 293,990 shares via options/RSRs |
| Outstanding Awards (12/31/2024 snapshot) | Options: 51,423 @ $8.65 (exercisable); 89,000 @ $12.79 (exercisable); 100,000 @ $16.93 (exercisable); 20,000 ex / 1,333 unex @ $58.94; 14,376 ex / 6,534 unex @ $29.69; 9,148 ex / 11,762 unex @ $23.78; 2,156 ex / 9,344 unex @ $16.70. Unvested RSRs: 2,667; 5,227; 7,841; 5,750 (market value uses $7.78) |
| In-the-money status at 12/31/2024 | Company states price $7.78; Sawicki’s listed option strikes are ≥ $8.65, implying out-of-the-money at year-end |
| Shares pledged as collateral | Prohibited by Insider Trading and Tipping Policy; no pledging disclosed |
| Hedging | Prohibited |
| Stock Ownership Guidelines | CSO required 3x base salary; NEOs either compliant or within time to comply as of record date |
| 2024 Vested RSRs (liquidity cadence) | 7,894 shares vested; $129,333 value realized on vest |
Note: The company’s clawback policy requires recovery of incentive compensation in restatement scenarios (Nasdaq-compliant) .
Employment Terms
| Term | Key Provision |
|---|---|
| Role | SVP & Chief Scientific Officer; CEO, Cryoport Systems, LLC |
| Base Salary Rate | $579,075 (effective May 1, 2023) |
| Target Bonus | 60% of base salary |
| Agreement Term | Through Feb 15, 2027; automatic annual renewals thereafter unless notice given |
| Non‑Solicit | 18 months post-termination |
| Severance (no cause/good reason) | 18 months base salary; company portion of COBRA for up to 18 months; 12 months accelerated equity vesting |
| Change-in-Control (CIC) | If terminated in connection with or within 12 months of a CIC: full acceleration of unvested equity |
| Illustrative Severance Values (12/31/2024) | Cash: $868,613; Benefits: $22,400; Equity acceleration (12 months): $291,325; Total: $1,182,338 |
| Illustrative Equity Acceleration if CIC | Full acceleration value: $547,735 |
| Plan-wide CIC Treatment | 2018 Plan uses double-trigger vesting (termination without cause/good reason within 24 months post‑CIC) |
Compensation Structure Notes (governance and benchmarking)
- Pay mix is majority at‑risk for NEOs, using objective goals; over 50% of LTI as premium-priced options; no option repricing; no tax gross‑ups on change in control; no single‑trigger CIC payments .
- Independent consultant (FW Cook) supports peer benchmarking; say‑on‑pay support was ~98% at the 2024 annual meeting for 2023 compensation .
Investment Implications
- Alignment: Bonus plan directly tied to revenue and Adjusted EBITDA at the operating unit level; 2024 revenue miss (0% payout) balanced by EBITDA threshold attainment (68.2%) and 100% individual objective, yielding a 47.3% payout—clear pay-for-performance sensitivity to operating results .
- Selling pressure risk: RSRs vest annually each March (2021–2024 grants), creating predictable potential liquidity events; 7,894 RSRs vested in 2024; options vest monthly but were out-of-the-money at $7.78 year-end, reducing near-term exercise-driven sales pressure .
- Retention/exit economics: Severance equals 18 months of base plus benefit support and equity acceleration (full acceleration on CIC), which is modest by small/mid-cap standards but still material (~$1.18m illustrative, or ~$1.73m including full CIC equity) and could influence retention and negotiation dynamics around strategic events .
- Ownership/skin-in-the-game: Beneficial ownership is <1% with meaningful unvested equity and strict ownership guidelines (3x salary) plus anti‑hedging/pledging and clawback protections—constructive for alignment and risk mitigation .
- Execution focus: Company achievements in 2024 (growth in BioStorage/BioServices, increased commercial therapy support, cost-reduction initiatives, and product launches like IntegriCell and HV3) provide operating context for Sawicki’s technical leadership remit and future bonus outcomes .
Sources: Cryoport DEF 14A (2025, 2024) as cited above.