Ramkumar Mandalam
About Ramkumar Mandalam
- Independent director (since June 2014), currently Lead Director; Chair of the Compensation Committee; member of the Audit, Nominating & Governance, and Science & Technology Committees .
- Age 60; Ph.D. in Chemical Engineering, University of Michigan; founder/CEO of Citra BioConsulting (since 2021); prior CEO/President and director at Cellerant Therapeutics; earlier leadership roles at Geron and Aastrom Biosciences; author/co-author of publications and patent filings .
- Board independence affirmed by the company (NASDAQ Rule 5605(a)(2)); five of six directors are independent .
- Board/committee attendance: in 2024, each director attended at least 75% of Board and committee meetings; Board met five times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cellerant Therapeutics, Inc. | CEO, President, and Board Member | ~2005–2021 (prior to founding Citra BioConsulting in 2021) | Led pipeline development in hematologic malignancies; grew company from early stage to advanced clinical stage |
| Geron Corporation | Executive Director of Product Development | Prior to 2005 | Managed development/manufacturing of cell-based therapies |
| Aastrom Biosciences | R&D roles | 1994–2000 | Led programs for ex vivo expansion of bone marrow stem and dendritic cells |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citra BioConsulting Inc. | Founder & CEO | 2021–present | Consulting firm serving cell & gene therapy industry |
| NSF Center for Cell Manufacturing Technologies (CMaT) | Commercial Advisory Board Member | Not disclosed | Advisory role |
| Stempeutics Research Pvt. Ltd. | Board Member | Not disclosed | Disclosed in 2024 proxy biography |
Board Governance
- Roles and independence: Lead Director (independent); Chair, Compensation Committee; member of Audit; Nominating & Governance; and Science & Technology committees; board independence confirmed .
- Committee activity (2024): Audit (5 meetings; members: Baddour—Chair, Hancock, Mandalam); Compensation (5 meetings; Mandalam—Chair, Hancock, Baddour); Nominating & Governance (5 meetings; Baddour—Chair, Hariri, Mandalam); Science & Technology (2 meetings; Hariri—Chair, Hancock, Mandalam) .
- Board activity (2024): Five board meetings; ≥75% attendance for each director; company maintains independent Lead Director structure and independent evaluation of CEO by independent directors .
- Overboarding policy: Without specific Board approval, limit of ≤3 public company boards per director (≤2 if serving as a public-company executive) .
- Insider trading, hedging/pledging and clawback: Prohibits hedging/pledging of company stock; robust Nasdaq-aligned clawback policy .
Fixed Compensation (Non-Employee Director Pay)
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer (standard) | $70,000 | $70,000 | Company-wide director plan |
| Lead Director fee | $25,000 | $25,000 | Applies to Lead Director |
| Compensation Committee Chair fee | $15,000 | $15,000 | Applies to Chair |
| Other chair fees (for reference) | Audit Chair: $20,000; N&G Chair: $10,000; S&T Chair: $24,000 | Same schedule | Not applicable to Mandalam except Comp Chair |
| Cash fees actually earned – Mandalam | $80,000 | $85,616 | Reflects role-based fees and timing |
Director stock ownership guideline: 3x annual retainer; all non-employee directors were compliant or within time window to comply as of the record date .
Performance Compensation (Equity for Directors)
| Equity Element | Value/Grant Design | Vesting | Post-Service Terms |
|---|---|---|---|
| Annual stock options | $162,500 grant-date value | Vest monthly over 1 year; strike at closing price on stockholder meeting date | Vested options lapse at earlier of 7 years or 3 years after leaving Board |
| Annual RSRs | $162,500 grant-date value | One-year cliff vest from annual meeting date | N/A |
| Sign-on options (new directors) | $200,000 value | Vest monthly over 3 years | Same post-service option terms |
| Sign-on RSRs (new directors) | $200,000 value | Vest annually over 3 years | N/A |
Mandalam’s equity received (as reported):
- 2023: Stock awards $162,505; Option awards $162,500; Total director comp $405,005 .
- 2024: Stock awards $162,499; Option awards $162,489; Total director comp $410,604 .
Note: Director equity is service-based (no explicit performance metrics). The company prohibits option repricing and hedging/pledging, and uses independent compensation consultants; has clawback and ownership guidelines .
Other Directorships & Interlocks
| Type | Company/Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed for Mandalam | — | No current public directorships listed in the 2025 proxy biography |
| Private/Advisory | CMaT | Commercial Advisory Board | Advisory role |
| Private | Stempeutics Research Pvt. Ltd. | Director | Disclosed in 2024 proxy |
| Compensation committee interlocks | None | — | Company disclosed no interlocks/insider participation concerns for 2024 and 2023 |
Expertise & Qualifications
- Deep cell and gene therapy domain expertise; prior executive and development leadership across Cellerant, Geron, and Aastrom; scientific credentials and IP/publications record .
- Lead independent governance role plus chairmanship of Compensation Committee signal material influence on incentive design and oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of April 14, 2025 record date) | 337,849 shares; <1% of outstanding |
| Shares acquirable within 60 days (options/RSRs per footnote) | 291,197 shares |
| Unexercised options (as of 12/31/2024) | 282,519 options |
| Unvested RSRs (as of 12/31/2024) | 12,845 RSRs |
| Director ownership guideline | 3x annual retainer; compliant or on track |
| Hedging/Pledging | Prohibited by policy |
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filing compliance (2024) | Company noted certain late filings for Shelton, Stefanovich, Sawicki, and Hariri; no exceptions noted for Mandalam |
Governance Assessment
-
Strengths and positive signals
- Independent Lead Director with multi-committee service and Compensation Chair role enhances oversight of pay practices and management accountability .
- Board/committee engagement: Mandalam’s committees (Audit, Compensation, N&G, S&T) were active in 2024 (5/5/5/2 meetings respectively); Board met five times, with ≥75% attendance per director .
- Shareholder-aligned guardrails: anti-hedging/pledging policy; robust clawback; no option repricing; no single-trigger CIC; director ownership guidelines (3x retainer) with compliance .
- No related-party transactions disclosed involving Mandalam; Audit Committee oversees related-party review .
- Overboarding policy limits external commitments, supporting director effectiveness .
-
Watch items (no current red flags disclosed)
- External consulting CEO role (Citra BioConsulting) in cell/gene therapy arena: while no related-party dealings disclosed, remain attentive to any future engagements that could interface with Cryoport’s life sciences logistics ecosystem; independence is affirmed by the Board .
- Ownership is <1% but supported by meaningful option holdings and guideline compliance; continue monitoring ownership alignment over time .
-
Director compensation mix and trend
- Stable equity-heavy mix year over year (stock awards ~$162.5k; options ~$162.5k), with modest increase in cash fees in 2024 ($85,616 vs. $80,000) likely reflecting leadership roles and plan design; plan prohibits repricing and encourages alignment via vesting and ownership guidelines .
Overall: Governance posture for Mandalam is investor-friendly—independence is clear, engagement is high across critical committees, and key risk controls (anti-hedge/pledge, clawback, ownership) are in place. No disclosed conflicts or interlocks; compensation oversight leadership is a positive for pay-for-performance alignment .