Ram Jagannath
About Ram M. Jagannath
Ram M. Jagannath, age 48, has served on Cryoport’s Board since October 2020 as an independent director and the Blackstone nominee pursuant to Cryoport’s Series C Preferred financing agreement . He is Global Head of Healthcare at Blackstone and previously held senior investing roles at Navab Capital Partners and The Carlyle Group (12 years), with earlier roles at Genstar Capital and Thomas Weisel Capital Partners; he holds a B.S.E. (Duke), J.D. (Northwestern Law), and M.B.A. (Kellogg) and was a Fulbright Scholar .
Past Roles
| Organization | Role | Tenure/Timing | Selected Investments/Impact |
|---|---|---|---|
| The Carlyle Group | Managing Director, U.S. Buyout (Healthcare) | 12 years (prior to NCP) | Member of teams investing in One Medical Group, Pharmaceutical Product Development, X‑Chem, Ortho Clinical Diagnostics, Healthscope Ltd., HCR ManorCare |
| Navab Capital Partners (NCP) | Founding Partner; Head of Healthcare; Management & Investment Committees | Pre-2019 (before joining Blackstone) | Founding team leadership for healthcare investing platform |
| Genstar Capital | Investor | Earlier career | Private equity investing experience |
| Thomas Weisel Capital Partners | Investor | Earlier career | Private equity investing experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Blackstone | Global Head of Healthcare; Member, Blackstone Growth Investment Committee; Chair, Portfolio Committee | Based in New York; led/co-led numerous healthcare investments |
| HealthEdge | Director | Current board service |
| ZO Skin Health | Director | Current board service |
| Headspace Health | Director | Current board service |
| Life Science Logistics | Director | Current board service |
| Medable | Board Observer | Current observer |
| ConnectiveRx | Board Observer | Current observer |
| Duke University Pratt School of Engineering | Board of Visitors | External academic governance role |
| Kellogg School of Management | Private Equity Advisory Council | External academic advisory role |
| Navy SEAL Foundation | Board | Non-profit board role |
Board Governance
- Committee assignments (CYRX): No current committee memberships or chair roles are shown for Mr. Jagannath; Audit (Baddour, Hancock, Mandalam), Compensation (Mandalam, Hancock, Baddour), Nominating & Governance (Baddour, Hariri, Mandalam), Science & Technology (Hariri, Hancock, Mandalam) .
- Independence: The Board determined Mr. Jagannath is independent under Nasdaq Rule 5605(a)(2) and SEC rules .
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board/committee meetings for which they served .
- Lead Independent Director: Dr. Ramkumar Mandalam appointed Lead Director in February 2025; independent committees meet in executive session .
- Nomination right: Under the 2020 Securities Purchase Agreement, Blackstone Freeze Parent L.P. has a continuing right to nominate one director (designated Mr. Jagannath) while ownership thresholds are met .
- Overboarding policy: Without Board approval, directors may not serve on >3 public boards (including CYRX); if also an executive officer of a public company, limit is ≤2 public boards (including CYRX) .
Fixed Compensation
| Item | 2024 Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $70,000; paid quarterly | |
| Chair/Lead adders | Lead Director $25,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $10,000; Science & Technology Chair $24,000 | |
| Mr. Jagannath – 2024 fees | Fees earned: $70,000; Stock awards: —; Option awards: —; Total: $70,000 | |
| Equity grant waiver (2024) | Mr. Jagannath waived his right to receive the 2024 annual director equity grant |
Performance Compensation
| Element | Standard Program Terms | Mr. Jagannath (2024) |
|---|---|---|
| Annual director equity | Options valued at $162,500 (vest monthly over 1 year; strike = closing price on annual meeting date); RSRs valued at $162,500 (vest 1 year after annual meeting) | Waived equity for 2024 (no stock or option grant) |
| Sign‑on equity (new directors) | Options valued at $200,000 (vest monthly over 3 years); RSRs valued at $200,000 (vest annually over 3 years); plus pro‑rated annual grant | Not applicable in 2024 |
| Post‑service option lapse | Vested options lapse on earlier of 7 years or 3 years after cessation as director | Not applicable (no 2024 grant) |
| Performance metrics tied to director pay | None disclosed for directors; grants are time-based (options’ value market-based) | None disclosed |
Other Directorships & Interlocks
| Relationship | Detail | Governance/Conflict Consideration |
|---|---|---|
| Blackstone nomination & stake | Blackstone Freeze Parent L.P. (and affiliate) invested $275m in 2020 (Series C Preferred + common), holds nomination right for one director (designated Mr. Jagannath) while ownership thresholds are met | Ongoing related‑party exposure; potential influence over board composition |
| Blackstone PIK dividends | Series C Preferred pays 4.0% PIK dividends; $8.0m accrued to Purchasers in FY2024 when and if declared | Economic interest for Blackstone affiliates distinct from common holders |
| Voting agreement | Purchasers agreed to vote shares in favor of Board‑nominated directors while nomination right exists | Reinforces board slate control; potential entrenchment risk |
| External boards | HealthEdge; ZO Skin Health; Headspace Health; Life Science Logistics; Board Observer at Medable, ConnectiveRx | Information flow and network benefits; monitor for counterparty dealings with CYRX (none disclosed) |
Expertise & Qualifications
- Global healthcare private equity leader with deep M&A, growth, and operating board experience; recognized by Modern Healthcare (Top 100) and GrowthCap (Top 25 Healthcare Investors) .
- Technical foundation in biomedical and electrical engineering (Duke), legal (J.D.) and business training (M.B.A.), with Fulbright scholarship in economic development (Zagreb) .
Equity Ownership
| Holder (as of April 14, 2025) | Common Shares Beneficially Owned | % of Common | Series C Preferred Shares | % of Series C |
|---|---|---|---|---|
| Ram M. Jagannath | — | — | — | — |
| Entities affiliated with The Blackstone Group Inc. | 6,699,550 | 13.4% | 200,000 | 100% |
- Director stock ownership guideline: 3x annual retainer; directors have 5 years to meet; as of the record date, all non‑employee directors were compliant or within their time to achieve .
- Insider/hedging policy: Company prohibits hedging or pledging of Company stock and maintains an insider trading policy; compensation program cites no hedging/pledging and no option repricing .
Governance Assessment
-
Strengths
- Independent status affirmed under Nasdaq/SEC rules; board maintains independent Audit, Compensation, and Nominating committees; independent directors meet in executive session with a Lead Director structure .
- Attendance threshold met (≥75%); clear director ownership guidelines (3x retainer) with compliance or time allowed; prohibition on hedging/pledging supports alignment .
- Compensation program transparency for directors (cash retainer, defined chair fees, standardized equity design) and robust committee structures (Audit, Compensation, Nominating & Governance, Science & Technology) .
-
Watch items / potential conflicts
- Blackstone nomination right, significant economic stake (including 4% PIK dividends) and voting agreement create ongoing related‑party exposure; directors must manage recusals and conflicts rigorously when Blackstone’s interests diverge from common stockholders .
- Mr. Jagannath had no reported beneficial ownership of CYRX common or preferred as of April 14, 2025, which may modestly reduce direct “skin‑in‑the‑game” alignment at the individual level (separate from Blackstone’s ownership) .
- No committee assignments are shown for Mr. Jagannath, limiting his direct involvement in committee‑level oversight (Audit/Comp/NomGov/SciTech) .
-
Shareholder sentiment context
- Say‑on‑pay support was ~98% at the 2024 Annual Meeting (for 2023 NEO compensation), indicating strong shareholder support for pay practices; engagement with investors reported .
Notes:
- All facts sourced from Cryoport’s 2025 DEF 14A (filed April 25, 2025).
- Disclosures indicate no related‑party transactions since Jan 1, 2024 beyond the Blackstone financing and related provisions noted above .