Robert Hariri
About Robert Hariri
Robert Hariri, M.D., Ph.D. (age 65), has served on Cryoport’s Board since September 2015. He is currently Chair of the Science & Technology Committee and a member of the Nomination & Governance Committee. Dr. Hariri is a surgeon-scientist and life sciences entrepreneur, best known as Founder, Chair and CEO of Celularity, Inc. (NASDAQ: CELU), with 170+ issued and pending patents and extensive publications; he holds an M.D. and Ph.D. from Cornell University Medical College and trained in neurosurgery at New York Hospital–Cornell. He discovered pluripotent stem cells from placenta, was part of the team that discovered TNF, and is a jet-rated commercial pilot.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene Corporation (Cellular Therapeutics Division) | CEO, Cellular Therapeutics Division | 2005–2013 | Led cell therapy initiatives following acquisition of Anthrogenesis |
| Anthrogenesis Corporation | Founder, Chair, Chief Scientific Officer (company acquired by Celgene) | Through 2002 (acquired 2002) | Built stem cell therapeutics platform acquired by Celgene |
| Human Longevity, Inc. | Co‑founder | Not disclosed | Genomic-based health intelligence venture |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Celularity, Inc. (NASDAQ: CELU) | Founder, Chair & CEO | Current | Public-company CEO and board chair |
| BioVie Inc. | Director | Jun 2020 – Mar 2025 | Former public-company directorship |
| Bionik Laboratories Corp. | Director | Mar 2015 – Oct 2017 | Former public-company directorship |
| MYOS Corporation | Director (Chair from Apr 2012) | Jul 2011 – Nov 2020 | Former public-company directorship |
| Weill Cornell Medical College | Adjunct Professor of Neurosurgery; Board of Overseers | Current | Academic governance and faculty roles |
| Liberty Science Center | Trustee, Vice-Chair | Current | Non-profit leadership |
Board Governance
- Independence: The Board affirms Dr. Hariri is independent under NASDAQ Rule 5605(a)(2). Five of six directors are independent.
- Committees: Chair, Science & Technology Committee (2 meetings in 2024); Member, Nomination & Governance Committee (5 meetings in 2024).
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of aggregate Board and committee meetings during periods served.
- Board leadership: Combined Chair/CEO structure (Mr. Shelton); Lead Independent Director is Dr. Ramkumar Mandalam (appointed Feb 2025) with executive session responsibilities.
- Overboarding policy: Without Board approval, (i) any director may serve on ≤3 public boards (incl. Cryoport) and (ii) any director who is also a public-company executive may serve on ≤2 public boards (incl. Cryoport).
- Insider trading/hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors.
Fixed Compensation (Director)
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $70,000 | Non-employee director retainer |
| Committee chair fee | $24,000 | Science & Technology Committee Chair fee |
| Total cash fees (earned) | $94,000 | Reported for Dr. Hariri in 2024 |
- Director stock ownership guideline: 3x annual retainer; compliance required within five years. As of the Record Date, all non-employee directors were either compliant or within the compliance window.
Performance Compensation (Director Equity)
| Grant Type (2024 program) | Grant Value (policy) | Vesting / Terms | Dr. Hariri 2024 Reported Value |
|---|---|---|---|
| Annual stock options | $162,500 | Options vest monthly over 1 year from annual meeting grant; exercise price = closing price on annual meeting date | $162,489 (grant-date fair value) |
| Annual RSRs | $162,500 | RSRs vest 1 year after annual meeting grant | $162,499 (grant-date fair value) |
- No performance metrics are attached to director equity; vesting is time-based under the director program.
Other Directorships & Interlocks
| Company | Relationship to Cryoport | Interlock/Conflict Consideration |
|---|---|---|
| Celularity, Inc. (CELU) | Potential industry adjacency (cell & gene therapy developer) to Cryoport’s logistics/services clients | No related-party transactions disclosed involving Dr. Hariri; monitor for any commercial relationships given overlapping sector focus. |
Expertise & Qualifications
- Scientific/industry expertise: Surgeon-scientist with extensive biotech and cell therapy credentials; pioneering work in placenta-derived pluripotent stem cells; member of the team discovering TNF; 170+ patents and 150+ publications.
- Governance/leadership: Founder/CEO of Celularity; prior Celgene business unit CEO; chairs Cryoport’s Science & Technology Committee.
- Education: M.D. and Ph.D., Cornell University Medical College; undergraduate training at Columbia College and Columbia University School of Engineering & Applied Sciences; neurosurgical training at New York Hospital–Cornell.
Equity Ownership
| Metric | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership (common) | 268,913 shares; <1% of outstanding | As of April 14, 2025; includes securities exercisable/convertible within 60 days |
| Vested/near-vest components | 261,197 shares acquirable within 60 days (options/RSRs) | Included in beneficial ownership per SEC rules |
| Unexercised options outstanding | 248,352 options (as of Dec 31, 2024) | Director-level outstanding options disclosure |
| Unvested RSRs outstanding | 12,845 RSRs (as of Dec 31, 2024) | Director-level outstanding RSRs disclosure |
| Pledging/Hedging | Prohibited by policy | Company prohibits hedging/pledging by directors |
| Ownership guideline | 3x director retainer; compliant/in window | Board reports directors compliant or within allowed period |
Compensation Structure Analysis (context)
- Cash vs equity mix: For 2024, Hariri’s compensation was heavily equity-based (options and RSRs totaling ~$325k grant-date value) vs $94k cash, aligning director incentives with shareholder value.
- Equity structure: Time-based vesting (no performance metrics) for director equity; options priced at grant-date market value.
- Policy signals: Stock ownership guidelines and clawback policy for incentive compensation support alignment and accountability; hedging/pledging banned.
Related-Party Transactions (Conflicts)
- The proxy discloses significant related-party arrangements with Blackstone (Series C Preferred) and director nomination rights, but no transactions involving Dr. Hariri or entities he controls since January 1, 2024.
Say-on-Pay & Shareholder Feedback (context)
- 2024 say‑on‑pay support was ~98% for NEO compensation, indicating generally supportive governance and pay alignment among shareholders.
Risk Indicators & Red Flags
- Section 16(a) compliance: Company notes delinquent filings in 2024, including three late reports for Dr. Hariri (three transactions). While usually procedural, repeated tardiness can draw governance scrutiny.
- Overboarding risk: As an active public‑company CEO (Celularity), Cryoport’s policy limits public board service to ≤2 for executives absent Board approval; he stepped off BioVie in March 2025, which mitigates risk. Continued monitoring is warranted if additional boards are added.
- Pledging/hedging: Prohibited by policy (mitigates alignment risks).
- Related-party exposure: None disclosed for Hariri.
Governance Assessment
- Strengths: Independent director with deep cell & gene therapy expertise; chairs the Science & Technology Committee; consistent Board/committee participation (≥75% attendance threshold met); equity-heavy director pay and stock ownership guidelines support alignment; hedging/pledging ban and clawback policy enhance governance.
- Watch items: Section 16(a) filing timeliness (three late reports in 2024); maintain vigilance on overboarding given concurrent public‑company CEO role (within policy limits absent Board approval). No related-party transactions disclosed involving Hariri, but industry adjacency suggests monitoring for future conflicts.