DEF 14A of Cryoport, Inc., Apr 3, 2024

DEF 14A of Cryoport, Inc.

Filed Apr 3, 2024 · FY20230001140361-24-017597

Open on EDGAR

  1. Nominees for Election

    Nominees for Election The seven nominees for election as directors are set forth as follows:

  2. Nominees for Election

    | Linda Baddour | Linda Baddour, age 65, became a member of our Board of Directors in March 2021 and serves as Chair of the Nomination and Governance Committee and member of the Audit Committee of our Board of Directors. Ms. Baddour is an experienced senior executive with over twenty years of experience across healthcare, life sciences and pharmaceuticals. Ms. Baddour has served on the board of directors of Waters Corporation (NYSE: WAT), a publicly traded analytical laboratory instrument and software company, since 2018, and Signant Health, since 2020. Ms. Baddour also served on the board of directors of Advarra, a Genstar Capital portfolio company, from 2019 until its sale in 2022. From 2007 to 2018, Ms. Baddour served as Executive Vice President and Chief Financial Officer of PRA Health Sciences, Inc., a global contract research organization and data science company. During Ms. Baddour’s tenure, PRA Health Sciences grew from approximately 3,000 employees to over 17,000. From 1995 to 2007, Ms. Baddour worked at Pharmaceutical Product Development, Inc., a contract research organization, serving in various roles, including as Chief Financial Officer, Treasurer and Chief Accounting Officer. Ms. Baddour earned both a B.A. and M.B.A. from the University of North Carolina at Wilmington, and is a certified public accountant. We believe Ms. Baddour’s financial and business expertise, including her background in global contract research organizations, financial leadership in mergers and acquisitions makes her well-qualified to serve as a member of our Board of Directors. | | | |

  3. Nominees for Election

    | Cryoport Inc | 14 | 2024 Proxy Statement |

  4. Nominees for Election

    | Richard Berman | Richard Berman, age 81, became a member of our Board of Directors in January 2015 and serves as Lead Director, Chair of the Audit Committee and member of the Compensation Committee and Nomination and Governance Committee of our Board of Directors. Mr. Berman’s business career spans over 40 years of venture capital, senior management and merger & acquisitions experience. Mr. Berman has served as a director and/or officer of over a dozen public and private companies. From 2006 to 2011, he was Chair of National Investment Managers, a company with $12 billion in pension administration assets. Mr. Berman is currently a director of six publicly traded companies: Cryoport, Inc., Comsovereign Holding Corp., BioVie, Inc., Context Therapeutics Inc. (where he is Chair), Genius Group Limited and Sidus Space Corp.. Mr. Berman also served as a director of Cuentas, Inc. from 2018 through 2022. Over the last decade he has served on the board of six companies that have reached over $1 billion in market capitalization – Cryoport, Advaxis, EXIDE, Internet Commerce Corporation, Strategic Funding Source, Inc. (Kapitus) and Ontrak (Catasys). Previously, Mr. Berman worked at Goldman Sachs; was Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments; created the largest battery company in the world in the 1980’s by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE); helped to create what is now Soho (NYC) by developing five buildings; and advised on over $4 billion of M&A transactions. He is a past Director of the Stern School of Business of NYU where he obtained his BS and MBA. He also has U.S. and foreign law degrees from Boston College and The Hague Academy of International Law, respectively. We believe Mr. Berman’s financial and business expertise, including his background in biotechnology, international management and banking, and his extensive experience as a director in the public company context makes him well-qualified to serve as a member of our Board of Directors and Lead Director. | | | |

  5. Nominees for Election

    | Cryoport Inc | 15 | 2024 Proxy Statement |

  6. Nominees for Election

    | Daniel M. Hancock | Daniel Hancock, age 73, became a member of our Board of Directors in January 2019 and serves as member of the Audit Committee, Compensation Committee and Scientific and Technology Committee of our Board of Directors. Mr. Hancock is currently President of DMH Strategic Consulting LLC. He retired from General Motors (“GM”) in 2011, after 43 years of service in GM’s powertrain engineering and general management functions. His last position with GM was Vice President, Global Strategic Product Alliances. During this period, he served as Chair of GM’s DMAX and VM Motori diesel engine joint ventures with Isuzu and Fiat, respectively. Mr. Hancock’s previous appointments at GM included: Vice President, Global Powertrain Engineering; CEO, Fiat-GM Powertrain; and President, Allison Transmission Division. Mr. Hancock had full functional responsibility for the global operations of Fiat-GM Powertrain and Allison Transmission Division during his assignments there. Mr. Hancock is Chair of the Board of Westport Fuel Systems (NASDAQ WPRT), a Vancouver, B.C. based global supplier of clean gaseous fuel parts, and systems for the transportation industry. He is also serving as chair of the board of SuperTurbo Technologies, Inc., a privately-held developer of advanced turbo compounding systems for engines. In addition, Mr. Hancock serves in an advisory capacity to several global suppliers to the automotive and commercial vehicle industries. He was President of SAE International in 2014 and is a member of the National Academy of Engineering. He received a master’s degree in mechanical engineering from Massachusetts Institute of Technology (MIT) and a bachelor’s degree also in mechanical engineering from General Motors Institute (now Kettering University), Michigan. We believe Mr. Hancock’s global business experience, strong business acumen, and extensive manufacturing and engineering expertise qualifies him well to serve as a member of our Board of Directors. | | | |

  7. Nominees for Election

    | Cryoport Inc | 16 | 2024 Proxy Statement |

  8. Nominees for Election

    | Robert Hariri, M.D., Ph.D. | Dr. Hariri, M.D., Ph.D., age 64, became a member of our Board of Directors in September 2015 and serves as Chair of the Scientific and Technology Committee and member of the Nomination and Governance Committee of our Board of Directors. Dr. Hariri is a visionary surgeon, scientist, aviator and entrepreneur and serves as the Founder, Chair and CEO of Celularity, Inc. (NASDAQ: CELU). Previously, he served as the CEO of the Cellular Therapeutics Division of Celgene Corporation from 2005 to 2013. Prior to joining Celgene Cellular Therapeutics, Dr. Hariri was founder, chair and chief scientific officer at Anthrogenesis Corporation, a privately held biomedical technology and service corporation involved in the area of human stem cell therapeutics, which was acquired by Celgene in 2002. Dr. Hariri also co-founded the genomic-based health intelligence company, Human Longevity, Inc. Dr. Hariri is an Adjunct Professor of Neurosurgery and member of the Board of Overseers of the Weill Cornell Medical College and is a former member of the Board of Visitors of the Columbia University School of Engineering & Applied Sciences and the Science & Technology Council of the College of Physicians and Surgeons. He is also a member of the X Prize Foundation scientific advisory board for the Archon X PRIZE for Genomics. Dr. Hariri is also a Trustee and vice-chair of the Liberty Science Center. In addition to Cryoport, Dr. Hariri has served as a member of the board of directors of various companies, including Myos Corporation from July 2011 to November 2020, where he served as Chair of the board from April 2012 to November 2020, Bionik Laboratories Corp. from March 2015 to October 2017, and Bio Vie Inc. since June 2020. He has pioneered the use of stem cells to treat a range of life-threatening diseases and has over 170 issued and pending patents, has authored over 150 published chapters, articles and abstracts and is most recognized for his discovery of pluripotent stem cells from the placenta as a member of the team which discovered TNF (tumor necrosis factor). A jet-rated commercial pilot with thousands of hours of flight time in over 60 different military and civilian aircraft, Dr. Hariri is a founder of Jet-A Aviation, a heavy-jet charter airline. | | | | | | Dr. Hariri received his undergraduate training at Columbia College and Columbia University School of Engineering and Applied Sciences and was awarded his M.D. and Ph.D. degrees from Cornell University Medical College. Dr. Hariri received his surgical training at The New York Hospital-Cornell Medical Center where he also co-directed the Aitken Laboratory in Neurosurgery. We believe Dr. Hariri’s training as a scientist, his knowledge and experience with respect to the biomedical and pharmaceutical industries and his extensive research and experience makes him well-qualified to serve as a member of our Board of Directors. |

  9. Nominees for Election

    | Cryoport Inc | 17 | 2024 Proxy Statement |

  10. Nominees for Election

    | Ram M. Jagannath | Ram M. Jagannath, age 47, became a member of our Board of Directors in October 2020. Mr. Jagannath is the Global Head of Healthcare for Blackstone, responsible for investing across Blackstone’s Private Equity, Tactical Opportunities and Growth businesses, based in New York. Since joining Blackstone in 2019, Mr. Jagannath has led Blackstone’s investments in HealthEdge, Burgess Group, Bright Health, Cryoport, Inc., ZO Skin Health, Altruista Health, Ginger, Hydrogen Health, Wellframe, Medable, Life Science Logistics, and DNAnexus and was involved in Blackstone’s investments in Alnylam/inclisiran royalty, Precision Medicine Group, and Advarra. He is also a member of the Blackstone Growth Investment Committee and Chair of the Portfolio Committee. Before joining Blackstone, Mr. Jagannath was a founding Partner of Navab Capital Partners (NCP), where he was Head of Healthcare and a member of NCP’s Management and Investment Committees. Prior to NCP, he was a Managing Director of The Carlyle Group, focused on healthcare investments in Carlyle’s flagship US Buyout private equity fund. During his twelve years at Carlyle, Mr. Jagannath was a member of the teams which invested in One Medical Group, Pharmaceutical Product Development, X-Chem, Ortho Clinical Diagnostics, Healthscope Ltd., and HCR ManorCare. Previously, he worked at Genstar Capital and Thomas Weisel Capital Partners. Mr. Jagannath currently serves on the board of directors of HealthEdge, Cryoport, Inc., ZO Skin Health, Headspace Health and Life Science Logistics and as a Board Observer of Medable and ConnectiveRx. He also serves on the Board of Visitors of the Duke University Pratt School of Engineering and on the Kellogg School of Management Private Equity Advisory Council, as well as on the Board of the Navy SEAL Foundation. Mr. Jagannath was previously a term member of the Council on Foreign Relations. He has been recognized as one of Modern Healthcare’s 100 Most Influential People in Healthcare and GrowthCap’s Top 25 Healthcare Investors. Mr. Jagannath received a B.S.E. in Biomedical and Electrical Engineering with a minor in Economics from Duke University, a J.D. from the Northwestern University Pritzker School of Law, and an M.B.A. from the Northwestern University Kellogg School of Management. After Duke, he was a Fulbright Scholar in Economic Development at the University of Zagreb in Croatia. We believe Mr. Jagannath’s experience in the healthcare industry, in mergers and acquisitions, and his background in engineering make him well-qualified to serve as a member of our Board of Directors. For additional information regarding Mr. Jagannath’s nomination, see “—Corporate Governance Structure and Function—What are the nominating procedures and criteria?—Blackstone Nominee.” | | | |

  11. Nominees for Election

    | Cryoport Inc | 18 | 2024 Proxy Statement |

  12. Nominees for Election

    | Ramkumar Mandalam, Ph.D. | Dr. Mandalam, age 59, became a member of our Board of Directors in June 2014 and serves as Chair of the Compensation Committee and member of the Nomination and Governance Committee and the Science and Technology Committee of our Board of Directors. Dr. Mandalam is currently the Founder and CEO of Citra BioConsulting Inc., a consulting firm providing services to the cell and gene therapy industry. Prior to founding Citra BioConsulting in 2021, he was the CEO, President and board member of Cellerant Therapeutics, Inc., a clinical stage biotechnology company developing novel cell-based and antibody therapies for cancer treatment and blood-related disorders. Under his leadership, Cellerant developed a pipeline of candidates for treatment of hematological malignancies and rapidly expanded from an early-stage to an advanced clinical-stage company. Prior to joining Cellerant in 2005, he was the Executive Director of Product Development at Geron Corporation, a biopharmaceutical company where he managed the development and manufacturing of cell-based therapies for treatment of degenerative diseases and cancer. From 1994 to 2000, he held various positions in research and development at Aastrom Biosciences, where he was responsible for programs involving ex vivo expansion of human bone marrow stem cells and dendritic cells. In addition to serving on the Board, Dr. Mandalam serves on the board of Stempeutics Research Pvt. Ltd. and on the Commercial advisory board of NSF center for Cell Manufacturing Technologies (CMaT). Dr. Mandalam received his Ph.D. in Chemical Engineering from the University of Michigan, Ann Arbor, Michigan. Dr. Mandalam is the author or co-author of several publications, patent applications, and abstracts. We believe Dr. Mandalam’s training as a scientist, extensive background in biotechnology and management expertise makes him well-qualified to serve as a member of our Board of Directors. | | | | | Jerrell W. Shelton | Jerrell W. Shelton, age 78, became a member of our Board of Directors in October 2012 and was appointed President and Chief Executive Officer of the Company in November 2012. He was appointed Chair of the Board in October 2015. He served on the board of directors and standing committees of Solera Holdings, Inc. from April 2007 through November 2011. From June 2004 to May 2006, Mr. Shelton was the Chair and CEO of Wellness, Inc., a provider of advanced, integrated hospital and clinical environments. Prior to that, he served as Visiting Executive to IBM Research and Head of IBM’s WebFountain. From October 1998 to October 1999, Mr. Shelton was Chair, President and CEO of NDC Holdings II, Inc. Between October 1996 and July 1998, he was President and CEO of Continental Graphics Holdings, Inc. And, from October 1991 to July 1996, Mr. Shelton served as President and CEO of Thomson Business Information Group. Mr. Shelton has a B.S. in Business Administration from the University of Tennessee and an M.B.A. from Harvard University. We believe Mr. Shelton’s extensive leadership, management, strategic planning and financial expertise through his various leadership and directorship roles in public, private and global companies, makes him well-qualified to serve as a member of our Board of Directors. | | | |

  13. Nominees for Election

    | Cryoport Inc | 19 | 2024 Proxy Statement |

  14. Nominees for Election

    Directors are elected by the affirmative vote of the holders of a plurality of the shares for which votes are cast. The seven nominees who receive the greatest number of votes cast “FOR” the election of such nominees shall be elected as directors. Votes withheld and broker non-votes as to the election of directors will not be counted in determining which nominees received the largest number of votes cast. Stockholders may not cumulate votes in the election of directors. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE NOMINEES.

  15. Nominees for Election

    | Cryoport Inc | 20 | 2024 Proxy Statement |

  16. Nominees for Election

    | Corporate Governance and Board Matters | |

  17. Nominees for Election

    | How Often Did The Board Meet During 2023? | During 2023, there were eleven meetings of the Board, as well as several actions taken with the unanimous written consent of the Board with informal discussions and communication prior to the execution of such consents, but without a meeting. In 2023, each director attended at least 75% of the aggregate number of meetings of the Board and committees on which such director served (during the periods for which the director served on the Board and such committees). The Company does not have a written policy requiring directors to attend its annual meeting of stockholders. Last year, four directors, Mr. Shelton, Ms. Baddour, Dr. Mandalam and Edward Zecchini, attended our 2023 Annual Meeting of Stockholders. | | Do We Have Independent Directors? | Our Board is responsible for determining the independence of our directors. For purposes of determining director independence, our Board has applied the definitions set forth in NASDAQ Rule 5605(a)(2) and the related rules of the SEC. Based upon its evaluation, our Board has affirmatively determined that the following directors meet the standards of independence: Mr. Berman, Mr. Hancock, Dr. Hariri, Dr. Mandalam, Mr. Jagannath and Ms. Baddour. Mr. Zecchini, who retired from the Board in February 2024, was previously determined to be independent by the Board as well. | | What Committees has the Board established? | Our Board has established an Audit Committee, a Compensation Committee, a Nomination and Governance Committee and a Science and Technology Committee. Charters for each of these committees are available on the Company’s website at www.cryoportinc.com on the “Governance: Governance Documents” page under the heading “Investor Relations.” Information on the website does not constitute a part of this Proxy Statement. |

  18. Nominees for Election

    | Cryoport Inc | 21 | 2024 Proxy Statement |

  19. Nominees for Election

    | | Chair | | Member |

  20. Nominees for Election

    | NAME | AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATION AND GOVERNANCE COMMITTEE | SCIENTIFIC AND TECHNOLOGY COMMITTEE | | Linda Baddour | | | | | | Richard J. Berman | | | | | | Daniel M. Hancock | | | | | | Robert Hariri, M.D., Ph.D. | | | | | | Ram Jagannath | | | | | | Ramkumar Mandalam, Ph.D. | | | | | | Jerrell Shelton | | | | |

  21. Nominees for Election

    | Audit Committee | The functions of the Audit Committee are to (i) review the qualifications of the independent auditors, our annual and interim financial statements, the independent auditor’s report, significant reporting or operating issues and corporate policies and procedures as they relate to accounting and financial controls; and (ii) consider and review other matters relating to our financial and accounting affairs. The current members of the Audit Committee are Mr. Berman, who is the Audit Committee Chair, Ms. Baddour and Mr. Hancock. The Company has determined that (i) Mr. Berman qualifies as an “audit committee financial expert” as defined under the rules of the SEC and is “independent” under SEC and NASDAQ rules applicable to audit committee members, and (ii) Mr. Hancock and Ms. Baddour meet NASDAQ’s financial literacy and financial sophistication requirements and are “independent” under SEC and NASDAQ rules applicable to audit committee members. During 2023, the Audit Committee held seven meetings. In addition, the Audit Committee regularly held discussions regarding the consolidated financial statements of the Company during Board meetings. |

  22. Nominees for Election

    | Compensation Committee | The purpose of the Compensation Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s directors and executive officers, to produce an annual report on executive compensation for inclusion in the Company’s Proxy Statement, as necessary, and to oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs including stock incentive and benefit plans. The current members of the Compensation Committee are Dr. Mandalam, who is the Compensation Committee Chair, Mr. Berman and Mr. Hancock, each of whom is “independent” under SEC and NASDAQ rules applicable to compensation committee members. Each of the current members of the Compensation Committee is a “non-employee director” under Section 16 of the Exchange Act. During 2023, the Compensation Committee held seven meetings. |

  23. Nominees for Election

    | Cryoport Inc | 22 | 2024 Proxy Statement |

  24. Nominees for Election

    | Nomination & Governance Committee | The functions of the Nomination and Governance Committee are to (i) make recommendations to the Board regarding the size of the Board, (ii) make recommendations to the Board regarding criteria for the selection of director nominees, (iii) identify and recommend to the Board for selection as director nominees individuals qualified to become members of the Board, (iv) recommend committee assignments to the Board, (v) recommend to the Board corporate governance principles and practices appropriate to the Company, (vi) provide oversight over the Company’s sustainability efforts as formalized in its ESG, and (vii) lead the Board in an annual review of its performance. The current members of the Nomination and Governance Committee are Ms. Baddour, who is the Nomination and Governance Committee Chair, Mr. Berman, Dr. Hariri and Dr. Mandalam. During 2023, the Nomination and Governance Committee held five meetings. |

  25. Nominees for Election

    | Science & Technology Committee | The functions of the Science and Technology Committee are to oversee matters pertaining to the Company’s strategic direction as related to products, systems and services serving the Company’s client businesses and investments in research and development and technology relating to the same. The current members of the Science and Technology Committee are Dr. Hariri, who is the Science and Technology Committee Chair, Mr. Hancock and Dr. Mandalam. During 2023, the Science and Technology Committee held two meetings. |

  26. Nominees for Election

    | What are the nominating procedures and criteria? | Director Qualifications. The Nomination and Governance Committee believes that persons nominated to the Board should have personal integrity and high ethical character. Candidates should not have any interests that would materially impair his or her ability to exercise independent judgment or otherwise discharge the fiduciary duties owed by a director to the Company and its stockholders. Candidates must be able to represent fairly and equally all stockholders of the Company without favoring any particular stockholder group or other constituency of the Company and must be prepared to devote adequate time to the Board and its committees. Identifying Director Candidates. The Nomination and Governance Committee utilizes a variety of methods for identifying and evaluating nominees to serve as directors when vacancies occur. The Nomination and Governance Committee has a policy of re-nominating incumbent directors who continue to satisfy the committee’s criteria for membership and whom the Nomination and Governance Committee believes continue to make important contributions to the Board and who consent to continue their service on the Board. In filling vacancies of the Board, the Nomination and Governance Committee will solicit recommendations for nominees from the persons the committee believes are likely to be familiar with (i) the needs of the Company and (ii) qualified candidates. These persons may include members of the Board and management of the Company. The Nomination and Governance Committee may also engage a professional search firm to assist in identifying qualified candidates. In evaluating potential nominees, the Nomination and Governance Committee will oversee the collection of information concerning the background and qualifications of the candidate and determine whether the candidate satisfies the |

  27. Nominees for Election

    | Cryoport Inc | 23 | 2024 Proxy Statement |

  28. Nominees for Election

    | qualifications required by the committee for election as director and whether the candidate possesses any of the specific skills or qualities that under the Board’s policies must be possessed by one or more members of the Board. The Nomination and Governance Committee’s written policy on Board diversity provides that, when evaluating potential candidates for nomination, it will consider all aspects of each candidate’s qualifications and skills in the context of the needs of the Company at that point in time with a view to creating a Board with diversity along multiple dimensions, including race, ethnicity, gender, age, education, cultural background, opinions, skills, perspectives, professional experiences and other differentiating characteristics. The Nomination and Governance Committee also considers the results of the vote of the stockholders on the election of directors and stockholder engagement on diversity issues. While there can be no assurance such candidates will emerge, it is in the best interest of the Company, as a global provider of logistics services to the life sciences industry, to embrace the richness of diversity whenever possible. The Nomination and Governance Committee will make its selections based on all the available information and relevant considerations. The Nomination and Governance Committee’s selection will be based on who, in the view of the committee, will be best suited for membership on the Board. Stockholder Nominees. The Nomination and Governance Committee will consider director nominee recommendations by stockholders, provided the names of such nominees, accompanied by relevant biographical information, are properly submitted in writing to the Secretary of the Company in accordance with the manner described for stockholder nominations under the heading “Stockholder Proposals for Next Annual Meeting.” In making its selection, the Nomination and Governance Committee will evaluate candidates proposed by stockholders under criteria similar to other candidates, except that the committee may consider, as one of the factors in its evaluation, the size and duration of the interest of the recommending stockholder in the stock of the Company. The Nomination and Governance Committee may also consider the extent to which the recommending stockholder intends to continue to hold its interest in the Company, including whether the recommending stockholder intends to continue holding its interest at least through the time of the meeting at which the candidate is to be elected. The Secretary will forward all validly submitted recommendations to the Nomination and Governance Committee. The acceptance of a recommendation from a stockholder does not imply that the Nomination and Governance Committee will recommend to the Board the nomination of the stockholder recommended candidate. Blackstone Nominee. Pursuant to the Securities Purchase Agreement entered into in connection with the issuance and sale of our Series C Preferred Stock, for so long as the Purchaser Parties (as defined in the Securities Purchase Agreement) hold 66.67% of the Series C Preferred Stock issued to them under the Securities Purchase Agreement, Blackstone Freeze Parent (as defined elsewhere in this Proxy Statement) has the right to nominate for election one member to the Board. Blackstone Freeze Parent has designated Mr. Jagannath as its nominee. For additional information, see “Certain Relationships and Related Transactions” in this Proxy Statement. |

  29. Nominees for Election

    | Cryoport Inc | 24 | 2024 Proxy Statement |

  30. Nominees for Election

    | How is the Board structured? | Pursuant to our Amended and Restated Bylaws, the Chair of the Board presides at meetings of the Board. The Chair of the Board is currently the Company’s President and Chief Executive Officer, Mr. Shelton. | | CHAIR | The Board has determined that its current structure, with a combined Chair and Chief Executive Officer, is in the best interests of the Company and its stockholders. The Board believes that combining the Chair and Chief Executive Officer positions is currently the most effective leadership structure for the Company given Mr. Shelton’s in-depth knowledge of the Company’s technology, business and industry, and his ability to formulate and implement strategic initiatives. Further, Mr. Shelton is intimately involved in the day-to-day operations of the Company and is thus in a position to elevate the most critical business issues for consideration by the independent directors of the Board. | | LEAD DIRECTOR | The Board has appointed Mr. Berman as the Lead Director. Among other responsibilities, Mr. Berman presides over regularly scheduled meetings at which only our independent directors are present, serves as a liaison between the Chair and Chief Executive Officer and the independent directors, and performs such additional duties as our Board may otherwise determine and delegate. We believe the appointment of a Lead Director, the independent nature of the Audit Committee, the Compensation Committee, and the Nomination and Governance Committee, as well as the practice of the independent directors regularly meeting in executive session without Mr. Shelton and the other members of the Company’s management present, ensures that the Board maintains a level of independent oversight of management that is appropriate for the Company. | | Are there any family relationships among the directors and the executive officers? | There are no family relationships among any of our directors and executive officers. | | What is the Board’s role in risk oversight? | The Board oversees an enterprise-wide approach to risk management that is designed to support the achievement of organizational objectives to improve long-term performance and enhance stockholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. In setting the Company’s business strategy, the Board assesses the various risks being mitigated by management and determines what constitutes an appropriate level of risk for the Company. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, which would include internal controls and cybersecurity risks, and receives financial risk assessment reports from management. Risks related to the compensation programs are reviewed by the Compensation Committee. The Nomination and Governance Committee is responsible for governance risk, |

  31. Nominees for Election

    | Cryoport Inc | 25 | 2024 Proxy Statement |

  32. Nominees for Election

    | | including oversight of the Company’s policies on avoidance of conflicts of interest, insider trading, and management succession. The Board is advised by these committees of significant risks and management’s response via periodic updates. | | Has the Company implemented any Environmental, Social, Governance (ESG) policies? | Beginning in 2020, we initiated a formal internal review of our ESG policies, procedures, and performance. Subsequently in February 2021, we publicly disclosed ESG information based on the framework and standards set by the Sustainability Accounting Standards Board (SASB) and the Taskforce on Climate-related Financial Disclosures (TCFD). Building upon our first report, we began with the goal of developing a formal, thoughtful, comprehensive, and right-sized sustainability program that would be used as a foundation for effectively organizing, reporting, and measuring our performance to set ESG goals in the future. In June 2021, we began a materiality assessment to guide our overall sustainability strategy. The intent of the materiality assessment was to understand what ESG topics were important to our key stakeholders, to take into consideration Cryoport’s business strategy development, and to understand Cryoport’s global internal priorities. There were three key activities for this phase of the process: benchmarking against peer companies, ratings received from Ecovadis, ISS, MSCI, and Sustainalytics, and interviews with key stakeholders. The information and feedback received from the materiality assessment was aggregated into a customized and weighted materiality matrix. The following Materiality Matrix follows GRI Standards recommendations and plots topics based on their relative priority resulting from the materiality assessment. |

  33. Nominees for Election

    | Cryoport Inc | 26 | 2024 Proxy Statement |

  34. Nominees for Election

    | Cryoport Materiality Matrix | Once the Materiality Matrix was developed, several meetings were conducted internally with our ESG committee and our Board of Directors’ Nomination and Governance Committee to evaluate the findings. In 2022, our initial key focus was on Greenhouse Gas (GHG) Emissions. GHG emissions were the foremost priority identified in our Materiality Matrix and represent a clear global significance for companies, consumers, and other stakeholders. In 2022, Cryoport engaged an ESG advisor to assist in creating a report of our estimated global GHG emissions during 2021. In 2023, Cryoport again engaged an ESG advisor to assist in creating a report of our estimated global GHG emissions during 2022. The results of that report are summarized below in the discussion of GHG Emissions. Cryoport plans to continue to calculate an annual carbon footprint. Conducting an annual carbon footprint not only allows Cryoport to track changes (i.e., increases or reductions in emissions, fuel usage, or energy usage by facility), but will also be helpful in ultimately setting emission reduction targets. We are also considering focusing on another topic within our materiality matrix (e.g., resource efficiency) to further our ESG journey. |

  35. Nominees for Election

    | Cryoport Inc | 27 | 2024 Proxy Statement |

  36. Nominees for Election

    | Environmental | As Cryoport continues to grow its business in a way that is considerate of our global community, we are committed to protecting our planet by using our world’s resources sensibly and minimizing our emissions and waste on a global basis. From an environmental standpoint, one example of our sustainability efforts is our cryogenic Cryoport Express® Shipper, which uses the non-hazardous dry vapor form of liquid nitrogen and proprietary informatics to drive efficiencies in the use of resources throughout our company. This service offering also employs multi-use and recyclable packaging. Knowing that there is much more to do to aid in our environmental efforts, we have recently developed a system to collect data on a global scale for the purpose of quantifying the impact of all our environmental initiatives so that we can demonstrate our achievements on this important matter to our stockholders, customers, and other interested stakeholders. | | Greenhouse Gas Emissions (GHGs) | The following is a summary of the report on our estimated global GHG emissions during 2021 and 2022. Methodology We used the World Resource Institute’s Greenhouse Gas Protocol - Corporate Accounting and Reporting Standard (Revised Edition) to calculate the company’s GHG emissions. The standard provides accounting tools to measure, manage, and report on GHG emissions. This protocol classifies emissions into three “scopes.” Scope 1 emissions includes direct GHG emissions, which occur from sources that are owned or controlled by a company. Scope 2 emissions include indirect GHG emission from purchased electricity. Scope 3 emissions include all other indirect GHG emissions. Organizational Boundary The reporting boundary for the purposes of the report is Cryoport, Inc. and its consolidated subsidiaries, which includes five business units (MVE, Cryoport Systems, CRYOPDP, Cryogene and Cell & Co.) and 56 facility locations across 16 countries (United States, China, Netherlands, Portugal, France, Belgium, United Kingdom, Poland, Germany, Singapore, India, South Korea, Australia, Spain, Ireland, and Japan) in 2022 |

  37. Nominees for Election

    | Cryoport Inc | 28 | 2024 Proxy Statement |

  38. Nominees for Election

    | Scope The scope of the report includes our Scope 1 emissions (Direct) and Scope 2 emissions (Indirect emissions from purchased electricity), but generally excludes Scope 3 emissions (Other indirect emissions). However, we did quantify Scope 3 emissions from business travel for one business unit, downstream transportation from one business unit, and waste for two business units because the data was readily available to quantify such emissions. The following sources of emissions were included in the scope of the report for the identified business units: Some of the Scope 3 emissions that contribute to our global carbon footprint, but for which we determined that data was not reasonably available for us to quantify in this report include, but are not limited to, transportation and distribution provided by third parties in the performance of our services; use and end-of-life treatment of sold products; and purchased goods and services. |

  39. Nominees for Election

    | Cryoport Inc | 29 | 2024 Proxy Statement |

  40. Nominees for Election

    | Assumptions We used various assumptions to quantify GHG emissions in the report. As with any projections or estimates, actual results or numbers may vary based upon factors such as variations in processes and operations, availability and quality of data, and methodologies used for measurement and estimation. Changes to emission estimates may occur if updated data or emission methodologies become available. The following are some primary assumptions or estimates that we made in the 2022 report: Stationary Combustion – Natural Gas. Natural gas usage for heating was estimated for several company locations based on spend data and regional utility rates. Mobile Sources – Vehicle Fuel Consumption. For fleet vehicles where actual fuel usage was not available, vehicle fuel consumption was estimated based on the miles driven and average fuel economy of the vehicle type. Purchased Electricity (Location-Based). Electricity usage was estimated for several company locations based on either (i) square footage using a US average intensity for offices of 13.6 kWh/ft(2), or (ii) spend data and regional utility rates, depending on what information was available. Utility Estimations. When there were gaps in electricity or natural gas data, the average of the prior and following months data was used to estimate the missing information. Results Our 2021 and 2022 Total Emissions, as calculated in the 2021 and 2022 reports, are as follows: [1] The reduction of Total Emissions from Mobile Sources is primarily due to a change in emission factors used to determine CRYOPDP mobile sources in 2022 compared to 2021. [2] The reduction of Total Emissions from Purchased Electricity (Location-Based) is primarily a result of the emission factor used for our electricity purchased in China in 2022 being significantly lower than it was in 2021. |

  41. Nominees for Election

    | Cryoport Inc | 30 | 2024 Proxy Statement |

  42. Nominees for Election

    | The following charts show the percent of total emissions in 2021 and 2022 that was contributed by each type of emission quantified in the 2021 and 2022 reports: Carbon Footprint Intensities The following table shows our 2021 and 2022 carbon footprint intensities in relation to square feet of our facilities, revenue, and employees as calculated in our 2021 and 2022 reports. |

  43. Nominees for Election

    | Cryoport Inc | 31 | 2024 Proxy Statement |

  44. Nominees for Election

    | Resource Efficiency | Cryoport understands the importance of resource conservation as it relates to the efficient use of resources, reduction of our carbon footprint, and effective cost management. To that end, Cryoport strives to operate in an efficient manner to ensure the optimization of raw materials, equipment, waste, energy, and labor. We have identified thermal efficiency as the largest impact on energy conservation associated with our products. To manage this aspect of the business, our Global Logistics Center Network utilizes the International Safe Transit Association (ISTA) standard 7E to test and evaluate thermal performance against stated requirements of 10+ days of maintaining internal temperatures at or below -150(o)C. Our products comply with this standard, and in turn, the products insulative properties require less energy to maintain prescribed temperature levels. Cryoport’s dewars do not consume any electricity, and our freezer units utilize liquid nitrogen as a cooling agent, which is the by-product of other processes, creating a closed-loop resource that reduces additional energy associated with sourcing, procuring, and delivery of resources purchased from third parties. We also exemplify efficiency through the development and use of the cryogenic Cryoport Express® Shipper, which uses the non-hazardous dry vapor form of liquid nitrogen and proprietary informatics to drive efficiencies in the use of resources throughout our company. Our Cryoport Express Shipper is also a multi-use offering with recyclable packaging. In addition, Cryoport measures the effectiveness and efficiency of our production practices by tracking the amount of scrap material disposed of or sold on an annual basis. Stainless steel products that do not meet our stringent specification are reworked into our process to create new products that meet specifications, diverting the material from landfill and scrap recycling for beneficial reuse as new product. Any scrap metal that does not meet specification and cannot effectively be reworked into new product is recycled by third party recycling partners. | | Supporting Our People | Cryoport’s global team of employees are our most valuable resource, from our teams on the front line in our global supply chain and logistics centers, to our manufacturing operations, to our business development personnel, to the engineers who design our products and services, to our quality assurance and regulatory teams that assure the safety, quality, compliance, and integrity of our products. As of December 31, 2023: • Total Headcount: 1,170 (Full-Time 1,019, Part-Time 11, Contingent 140) • Languages Spoken: 20 • Countries: 17 • Average Years of Service: 5.33 Years Our success depends on the health, talent, and dedication of our global team. As we grow our team, we strive to retain, develop, and provide advancement opportunities for our employees. We endeavor to make Cryoport a superior growth workplace with a diverse, inclusive, and equitable environment where all team members have the opportunity to flourish. |

  45. Nominees for Election

    | Cryoport Inc | 32 | 2024 Proxy Statement |

  46. Nominees for Election

    | Diversity, Equity & Inclusion (DEI) | We are committed to inclusion, equity, and diverse representation for our employees across our Company. Cryoport is an Equal Employment Opportunity employer and currently tracks gender distribution across its operations and management. We maintain clear policies related to anti-harassment, discrimination, and retaliation, and provide an anonymous, third party-managed reporting hotline for employees to report incidents of harassment, discrimination, and policy violations. We provide annual online corporate training programs on harassment, diversity and inclusion, business ethics and code of conduct. In addition, Cryoport’s recruiting programs include targeted outreach to a variety of under-represented constituents, including minorities, women, veterans, and disabled populations to help improve recruiting efforts while gaining valuable insights from a diverse set of recruits. Cryoport has partnered with or targeted organizations like Hire Heroes, Career OneStop, recruiting at Historical Black Colleges, Accounting and Financial Women’s Alliance, and Women in Technology. Human Resources (“HR”) departments in each Cryoport business unit manage HR priorities, including team member career development, engagement, and health and wellness. Our Corporate HR department promotes consistency of policies across operating companies and manages executive development and team member benefits. Cryoport understands that some of the industries in which we operate, including manufacturing, are typically male dominated. As of December 2023, women represented a total of approximately 33% of all employees, 29% of all managers, 36% of all directors, and 20% of all senior leadership positions (Vice President and above). Cryoport understands that there is work to be done to create a more equitable and representative senior leadership team and continue to push gender diversity throughout its operations. We are committed to offering competitive compensation that accounts for geography, industry, experience, and performance. Our compensation programs and practices are designed to attract new employees, motivate, and reward performance, drive growth and support retention. Compensation at Cryoport includes base wages and generally includes incentive opportunities, such as equity incentive awards and/or cash bonuses. | | Employee Health & Safety | Safety is a priority in every aspect of our business. Across our companies, we are committed to making our workplaces and communities safer for our employees, customers, and the public. Our corporate philosophy is embedded in our day-to-day work through rigorous policies and continual education. Cryoport’s Employee Health & Safety (EHS) programs have resulted in strong safety performance, as demonstrated by our total injury rate (TIR) and lost time injury rate (LTIR) being significantly lower than the global industry averages. Facilitated by our culture of continuous improvement, we are committed to continue to work toward reducing our TIR and LTIR numbers even further. To understand and improve our safety performance, we evaluate our operational performance across a variety of indicators—including lost-time-injury rate |

  47. Nominees for Election

    | Cryoport Inc | 33 | 2024 Proxy Statement |

  48. Nominees for Election

    | | (LTIR)—on a daily basis. In 2023, our LTIR was 1.79, compared to 1.23 in 2022. In addition to looking at lagging indicators of safety performance, we frequently evaluate the effectiveness of new metrics, including leading indicators, as we strive to improve our safety performance. Cryoport’s operating companies are responsible for implementing policies and procedures aligned with international standards that account for their business and the associated health and safety risks. | | Innovating Responsibly | Cryoport recognizes the role we play in protecting the health and safety of current and future generations through services and solutions that promote sustainability, resilience, and respect for the environment. We strive for a product base that is of the highest quality and with long use phases to minimize impact associated with production of new product, and Cryoport reviews opportunities to eliminate materials of concern and related managed waste streams on a regular cadence. | | Product & Service Quality | As a temperature-controlled supply chain provider to the life sciences industry, Cryoport must comply with the safe transportation of regulated hazardous materials. As a result, we have designed and developed several features in its various products to comply with US DOT, IATA, ICAO, and other regulatory and guidance bodies. Additionally, safety warnings are included in our product labeling as well as our manuals. Our products are designed to conform to the following standards (where applicable): • ISO 13485 (Section 7.3 Design and Development, ISO, QMS) • ISO 14971 Application of Risk Management, ISO • Medical Device Directive Medical Devices Directive 93/42/EEC, and Directive 2007/47/EC amending Council Directive 93/42/EEC concerning medical devices • Low Voltage Directive (LVD) (2014/35/EU) • Electromagnetic Compatibility Directive (2014/30/EU) • RoHS 2 (2011/65/EU) (we are actively working on RoHS 3 and REACH) • Safety Requirements For Electrical Equipment For Measurement, Control, And Laboratory Use - Part 1: • General Requirements [UL 61010-1:2012 Ed.3+R:29Apr2016] • Safety Requirements For Electrical Equipment For Measurement, Control, And Laboratory Use – Part 1: • General Requirements (R2017) [CSA C22.2#61010-1-12:2012 Ed.3+U1; U2] • IEC 60601-1 - Medical electrical equipment - Part 1: General requirements for basic safety and essential performance • IEC 61326-1:2012 - Electrical Equipment For Measurement, Control And Laboratory Use - EMC Requirements - Part 1: General Requirements • ASME SEC. VIII Pressure Vessel Code (Fusion Only) • EU Pressure Equipment Directive (EU97/23/EC) (Fusion Only) • FCC 47 CFR Class B Verification (Fusion Only) • IEC 62304 Medical device software — Software life cycle processes |

  49. Nominees for Election

    | Cryoport Inc | 34 | 2024 Proxy Statement |

  50. Nominees for Election

    | | These standards are woven into our development methodology used to design all new products within the organization. This development process includes a risk management assessment done in accordance with ISO 14971 that identifies hazards and mitigates risks via design improvements, process improvement, and warnings (including labels and safety information shipped with the product). We pride ourselves on our exceptional operational quality. In 2023, we estimate that our temperature-controlled supply chain solutions focused on cell and gene therapies had a 99.95% delivery success rate and, due to this performance, we estimate that 19,758 additional patients were able to receive therapies over the past 24 months. In 2023, we estimate that our CryoStork® solution had a 99.99% delivery success rate and, due to this performance, we estimate that 1,952 intended parents are potentially able to have successful cycles resulting in the birth of a child on an annual basis because of our CryoStork® solution. | | | While rare, recalls of product may become necessary. The primary responsibility for recall management lies with our Vice President of Quality Assurance and Regulatory Affairs for manufacturing. The executive staff is involved in decision and implementation processes depending upon the specifics of any recall required. Customer service personnel, sales staff and other resources would then be utilized in reaching all distributors and direct end users. Results of recalls are evaluated daily until the recall is closed. There were no product recalls during 2023. | | Product Lifecycle Management | Cryoport creates unique products with long-term use in mind. Cryoport products are primarily constructed of recyclable aluminum or stainless steel, and we approach the extension of product lifecycles through the following four areas: • Longevity • Reparability • Reusability • Recyclability We strive for a product base with long use phases to minimize impact associated with production of new product. At our MVE Biological Solutions production facility, in 2023, we manufactured cryogenic freezer units that we estimate utilize approximately 1/1865 of the energy used by conventional mechanical freezers used for similar applications. For example, we estimate our freezer production displaced annual electricity consumption by 183,225,534 kWh from what would otherwise be consumed from alternative products. This amount of electricity could power 16,132 homes annually. We estimate that this reduction in energy consumption from our freezer lines alone equates to 51,610,701 pounds of GHG emissions avoided or the emissions equivalent to 15,303 passenger vehicles driven for one year. Cryoport regularly reviews opportunities to eliminate the use of materials considered hazardous and related managed waste streams on a regular cadence. Cryoport does not utilize any substances of concern in our |

  51. Nominees for Election

    | Cryoport Inc | 35 | 2024 Proxy Statement |

  52. Nominees for Election

    | | products; We do currently utilize minimal quantities of hazardous materials that are not listed substances of concern in our operations, primarily in the form of isopropanol, epoxies, butyl cellosolve, lacquer thinner, paint, hyamine and isopropyl alcohol. These materials and the insignificant quantities of hazardous wastes generated in our production facilities are managed in compliance with all state and federal regulations. Any hazardous waste that is generated is tracked and managed with an overall goal of eliminating hazardous materials where possible. | | | Cryoport strives to have a conflict-free supply chain and is committed to working with its suppliers to increase transparency regarding the origin of minerals contained in its products, including minerals identified as conflict minerals (tin, tungsten, tantalum, and gold), and has adopted a Conflict Minerals Policy, which is available on our website at www.cryoportinc.com on the “Investor Relations: Governance” page under the heading “Governance Documents.” | | Governing Ethically | Cryoport recognizes constructive supplier relationships as essential to our ability to meet customer requirements for quality solutions. We expect our business partners to share our commitment to ethics, integrity, compliance, safety, human rights, data security, and environmental protection. By the same token, as a provider accountable to thousands of companies worldwide, we pledge, through our ESG performance, to meet or exceed our clients’ requirements for the same. | | Business Ethics | Our Code of Ethical Business Conduct (the “Code of Ethics”) applies to our directors and all employees, including our Chief Executive Officer and Chief Financial Officer and is available on our website at www.cryoportinc.com on the “Investor Relations: Governance” page under the heading “Governance Documents.” We intend to satisfy the requirement under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Ethics by posting such information on our website. The Code of Ethics serves as the foundation of our corporate integrity and compliance program. We are committed to operating with honesty, truthfulness and transparency in accordance with the highest ethical and corporate governance standards – mutual respect, integrity and trust are our foundation. Our policies are clearly defined, published in local languages where applicable, and include guidance on topics including, but not limited to: • Corruption • Anti-Trust and Anti-Competitive Behavior • Insider Dealings • Gifts • Bribes (e.g., explicit prohibition of facilitation payments) • Conflicts of Interest • Intellectual Property • Protection of human rights • Prohibition of child, compulsory, or forced labor |

  53. Nominees for Election

    | Cryoport Inc | 36 | 2024 Proxy Statement |

  54. Nominees for Election

    | | • Zero-tolerance policies against slavery and human trafficking • Compliance • Truthful and accurate reporting • Interactions with Healthcare professionals • Whistleblower protections (including non-retaliation) • Political Activity and Contributions (e.g., explicit prohibition of contribution of any kind to any candidate or political party by the Company without express prior approval of the Board of Directors – this covers both direct contributions and indirection support; no political contributions or lobbying have been made in recent years) Additionally, Cryoport does not conduct clinical trials, animal testing or use human tissue of any kind in the manufacture or design of our products. Our officers, directors, and managers are responsible for promoting the principles within the Code of Ethics and fostering a culture of ethical conduct. Every new hire is introduced to the Code of Ethics through training and orientation. Our commitment to doing the right thing depends on our employees’ being comfortable in reporting any suspected violations of law or unethical conduct, and our leaders’ abilities to address suspected violations promptly, with respect. Our global policy against retaliation encourages employees to come forward to report concerns in good faith. When a matter is reported to a manager or our HR department, the concern is reviewed to determine whether it should be escalated to the legal department. The legal department also has criteria for further escalation, if necessary, to legal department management. | | | We regularly review and update the Code of Ethics to address the emergence of new laws or regulations or other external factors and to ensure it remains relevant and available to our global employees. We also routinely update the language in our policies, and how we present information, to ensure our employees understand the risks they face in their jobs, and steps they can take to mitigate those risks and report potential problems. | | Supplier Management | Temperature-controlled supply chain support to the life sciences industry is critical to all that Cryoport does; therefore, we take an active approach to managing suppliers and partners to ensure that appropriate compliance, health, safety, labor practices, and ethical standards are employed. Our internal diligence process for third-party vendors including a supplier questionnaire that is required for vendor approval and a regular auditing scheme thereafter for existing suppliers. The questionnaire is intended to verify that programs exist to manage material risk areas associated with the given supplier’s operations and particular consideration is paid to bribery or other forms of corrupt activity. No suppliers are approved until this mandatory due diligence is complete and a completed assessment form is on file. As an example of verification that programs exist to manage material risks for any given supplier, if our transportation suppliers employ or work with a Dangerous |

  55. Nominees for Election

    | Cryoport Inc | 37 | 2024 Proxy Statement |

  56. Nominees for Election

    | Goods Safety Advisor, we confirm the presence of a credentialed role responsible for overseeing activities associated with dangerous goods, including but not limited to, employee training and coaching, reporting, and monitoring of activities associated with the transportation of dangerous goods. The purpose of this inquiry is to gauge the degree of oversight over dangerous goods management by our suppliers to help ensure product and employee welfare. Our Code of Conduct extends through our suppliers and thus sets an expectation for our suppliers to commit to operating with honesty, truthfulness and transparency in accordance to the highest ethical and corporate governance standards, as Cryoport personifies through our operations. Per our Code of Conduct, Cryoport will not tolerate the use by suppliers of forced labor in any form. |

  57. Nominees for Election

    | Cryoport Inc | 38 | 2024 Proxy Statement |

  58. Nominees for Election

    | Data Privacy & Security | Cryoport uses an outside Center for Internet Security (CIS) assessment firm to evaluate its data security controls in an effort protect our businesses and secure the information of our employees and customers. The evaluation process utilizes the CIS Critical Security Controls Capability Maturity Model Integration (CMMI) methodology, and is an ongoing initiative used to continuously improve the CMMI rating for the Company. Our customers rely on Cryoport to securely and reliably deliver temperature-controlled supply chain solutions globally, including providing a secure online portal for order entry, tracking, condition monitoring, and for the retrieval of historic information. Protecting the privacy of our customers and vendors is essential to maintaining their trust, and we take a proactive approach to safeguard all data and ensure a secure environment. With the increasing presence and sophistication of online threats, we must ensure continuous improvement to protect our business and our customers. We regularly review our technology, policies, and practices to maintain compliance with all relevant regulations. We do not sell customers’ data to third parties. Additionally, Cryoport employees with a computer are required to complete an annual online training course on information security and data privacy. The course addresses a range of topics related to information security and data privacy, including awareness regarding social engineering and cybercrimes, protecting the workplace, and protecting data. |

  59. Nominees for Election

    | Cryoport Inc | 39 | 2024 Proxy Statement |

  60. Nominees for Election

    | Cryoport Impact Statements | Examples of some of our positive societal and environmental impacts for 2022 and 2023 include the following: Our positive impacts for 2022 and 2023 were based on the following: Access to Patients. Our calculation of the number of additional patients that were able to receive therapies was based our success rate for shipments, which is higher than the average success rate in the cold chain markets of 80%, pursuant to Rodrigue, J-P (2020), The Geography of Transport Systems, Fifth Edition, New York: Routledge. Patient Success & Satisfaction. Our calculation of the number of intended parents able to have successful cycles resulting the birth of a child is based on the weighted average chance of a live singleton birth per intended egg retrieval across women of all ages of 27.23% as reported in the 2020 Society for Assisted Reproductive Technology (SART) Clinic Summary Report (CSR). Energy Saved – MVE Biological Solutions. Our calculation of energy reduction is based on the reduced energy consumption from MVE freezer use compared to the average energy consumed by operation of mechanical freezers, which we assumed to be 31.7 kWh/day based on product specifications from a mechanical freezer manufacturer. Energy Saved – CRYOGENE. CRYOGENE consumed 1,835,888 kWh of energy from renewable resources in 2022. Our calculation of GHG emissions avoided is based on the output mission rates for GHG emissions from the EPA eGRID data (2021) for the Electric Reliability Council of Texas (ERCOT). |

  61. Nominees for Election

    | Cryoport Inc | 40 | 2024 Proxy Statement |

  62. Nominees for Election

    | How can stockholders communicate with the Board? | The Board encourages stockholders to send communications about bona fide issues concerning the Company to the Board or specified members through its Nomination and Governance Committee. All such communications, except those related to stockholder proposals discussed under the heading “Stockholder Proposals for Next Annual Meeting,” must be sent to the Nomination and Governance Committee Chair at the Company’s offices at 112 Westwood Place, Suite 350, Brentwood, Tennessee 37027. Any such communication will be promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Nomination and Governance Committee Chair, to be improper for submission to the intended recipient or recipients. |

  63. Nominees for Election

    | Cryoport Inc | 41 | 2024 Proxy Statement |

  64. Nominees for Election

    | Ownership of Securities | |

  65. Nominees for Election

    The following table sets forth information with respect to the beneficial ownership of the Company’s common stock and Series C Preferred Stock as of March 18, 2024 by (i) each person or group of affiliated persons known to the Company to beneficially own 5% or more of its common stock or Series C Preferred Stock, (ii) each of our named executive officers, (iii) each of our directors and (iv) and all of our current executive officers and directors as a group. Percentage of beneficial ownership is calculated based on (i) 49,164,478 shares of common stock and (ii) 200,000 shares of Series C Preferred Stock, which are convertible into 5,984,571 shares of common stock within 60 days of March 18, 2024. Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes shares of our common stock issuable within 60 days of March 18, 2024 pursuant to the exercise, conversion or vesting of stock options, preferred stock, restricted stock rights (“RSRs”) or other securities, applicable. To calculate a stockholder’s percentage of beneficial ownership of common stock, we include in the numerator and denominator those shares of common stock underlying options, RSRs and convertible securities that such stockholder is considered to beneficially own. Shares of common stock underlying options, RSRs and convertible securities held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership of each of the stockholders may be different.

  66. Nominees for Election

    | Cryoport Inc | 42 | 2024 Proxy Statement |

  67. Nominees for Election

    Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned. Furthermore, unless otherwise indicated, the business address of each person is c/o Cryoport, Inc., 112 Westwood Place, Suite 350, Brentwood, Tennessee 37027.

  68. Nominees for Election

    | Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percentage of Shares of Common Stock Beneficially Owned | Number of Shares of Series C Preferred Stock Beneficially Owned | Percentage of Shares of Series C Preferred Stock Beneficially Owned | | Named Executive Officers and Directors: | | | | | | Jerrell W. Shelton | 3,373,734(1) | 6.5% | — | — | | Richard Berman | 158,656(1) | * | — | — | | Robert Hariri, M.D., Ph.D. | 229,133(1) | * | — | — | | Ramkumar Mandalam, Ph.D. | 308,772(1) | * | — | — | | Daniel Hancock | 114,060(1) | * | — | — | | Ram M. Jagannath | — | — | — | — | | Linda Baddour | 55,457(1) | * | — | — | | Robert S. Stefanovich | 819,944(1) | 1.6% | — | — | | Mark W. Sawicki, Ph.D. | 329,544(1) | * | — | — | | All directors and executive officers as a group (10 persons) | 5,389,300(1) | 10.1% | — | — | | Other Stockholders: | | | | | | Brown Capital Management LLC | 6,754,317(2) | 13.7% | — | — | | Entities affiliated with The Blackstone Group Inc. | 6,437,967(3) | 11.7% | 200,000(3) | 100% | | Morgan Stanley | 4,141,522(4) | 8.4% | | | | The Vanguard Group | 3,657,661(5) | 7.4% | — | — | | BlackRock, Inc. | 3,568,644(6) | 7.3% | — | — | | Cadian Capital Management, LP | 3,464,079(7) | 7.0% | — | — |

  69. Nominees for Election

    | * Represents less than 1% |

  70. Nominees for Election

    | (1) Includes shares which individuals shown above have the right to acquire as of March 18, 2024, or within 60 days thereafter, pursuant to outstanding stock options and unvested RSR’s as follows: Mr. Shelton — 2,734,460 shares; Mr. Berman — 58,656 shares; Dr. Hariri — 224,522 shares; Dr. Mandalam 273,690 shares; Mr. Hancock — 99,522 shares, Ms. Baddour — 41,872 shares, Mr. Stefanovich — 546,964 shares and Dr. Sawicki — 274,779 shares. With respect to Mr. Stefanovich, also includes 165,000 shares held by the Jerrell W. Shelton 2021 GST Exempt Trust, over which Mr. Stefanovich has sole voting and dispositive power. |

  71. Nominees for Election

    | (2) According to the Schedule 13G/A filed by Brown Capital Management, LLC on February 14, 2024, the shares reported by Brown Capital Management, LLC are beneficially owned by Brown Capital Management, LLC and Brown Capital Management Small Company Fund. Brown Capital Management LLC holds the sole power to vote or direct the vote with respect to 3,636,984 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 6,754,317 shares, and shared dispositive power with respect to 0 shares. The foregoing shares includes shares reported to be beneficially owned by Brown Capital Management Small Company Fund, which holds the sole power to vote or direct the vote with respect to 3,570,760 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 2,570,760 shares, and shared dispositive power with respect to 0 shares. The address for these entities is 1201 N. Calvert Street, Baltimore, Maryland 21202. |

  72. Nominees for Election

    | (3) Represents (x) 443,057 shares of common stock and 195,439 shares of Series C Preferred Stock, which are convertible into 5,614,933 shares of common stock, directly held by Blackstone Freeze Parent L.P. and (y) 10,339 shares of common stock and 4,561 shares of Series C Preferred Stock, which are convertible into 131,037 shares of common stock, directly held by Blackstone Tactical Opportunities Fund—FD L.P. |

  73. Nominees for Election

    | Cryoport Inc | 43 | 2024 Proxy Statement |

  74. Nominees for Election

    Blackstone Tactical Opportunities Associates III – NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund – FD L.P. BTO DE GP – NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III – NQ L.P. Blackstone Holdings II L.P. is the managing member of BTO DE GP – NQ L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. BTO Holdings Manager L.L.C. is the general partner of Blackstone Freeze Parent L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the sole member of Blackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of the Blackstone entities described in this footnote and Stephen A. Schwarzman (other than to the extent it or he directly holds securities as described herein) may be deemed to beneficially own the securities directly or indirectly controlled by such Blackstone entities or him, but each disclaims beneficial ownership of such securities. The address of each of the entities listed in this footnote and Mr. Schwarzman is c/o The Blackstone Group Inc., 345 Park Avenue, New York, New York 10154.

  75. Nominees for Election

    | (4) According to the Schedule 13G filed by Morgan Stanley on February 8, 2024, the shares reported by Morgan Stanley are beneficially owned by Morgan Stanley, which has the sole power to vote or direct the vote with respect to 0 shares, shared voting power with respect to 4,088,185 shares, sole dispositive power with respect to 0 shares, and shared dispositive power with respect to 4,141,522 shares, and Morgan Stanley Capital Services LLC, which has the sole voting power with respect to 0 shares, shared voting power with respect to 4,005,390 shares, sole dispositive power with respect to 0 shares, and shared dispositive power with respect to 4,005,390 shares. The address for these entities is 1585 Broadway, New York, NY 10036. |

  76. Nominees for Election

    | (5) According to the Schedule 13G/A filed by The Vanguard Group on February 13, 2024, the shares reported by The Vanguard Group are beneficially owned by The Vanguard Group, which has the sole power to vote or direct the vote with respect to 0 shares, shared voting power with respect to 72,689 shares, sole dispositive power with respect to 3,538,968 shares, and shared dispositive power with respect to 118,693 shares. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. |

  77. Nominees for Election

    | (6) According to the Schedule 13G/A filed by BlackRock, Inc. on January 26, 2024, the shares reported by BlackRock, Inc. are beneficially owned by BlackRock, Inc., which holds the sole power to vote or to direct the vote of 3,493.288 shares, shared voting power with respect to 0 shares, and sole dispositive power with respect to 3,568,644 shares, and shared dispositive power with respect to 0 shares. The shares are owned, directly or indirectly, by BlackRock, Inc., or its subsidiaries BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., Blackrock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Fund Advisors, and BlackRock Fund Managers Ltd. The address for these entities is 50 Hudson Yards, New York, NY 10001. |

  78. Nominees for Election

    | (7) According to the Schedule 13G filed by Cadian Capital Management, LP on February 14, 2024, the shares reported by Cadian Capital Management, LP are beneficially owned by Cadian Capital Management LP, Cadian Capital Management GP, LLC, and Eric Bannasch, which each have the sole voting power with respect to 0 shares, shared voting power with respect to 3,464,079 shares, sole dispositive power with respect to 0 shares, shared dispositive power with respect to 3,464,079 shares. The address for these entities is 535 Madison Avenue, 36th Floor, New York, NY 10022. |

  79. Nominees for Election

    | Cryoport Inc | 44 | 2024 Proxy Statement |

  80. Nominees for Election

    | Proposal 2 To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company and its subsidiaries for the year ending December 31, 2024 | |

  81. Nominees for Election

    The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) to audit the Company’s consolidated financial statements for the year ending December 31, 2024. The Board, upon the recommendation of the Audit Committee, has ratified the selection of Deloitte as the Company’s independent registered public accounting firm for 2024, subject to ratification by the stockholders. Deloitte served in this capacity for the year ended December 31, 2023 and has reported on the Company’s December 31, 2023 consolidated financial statements. There were no disagreements between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Representatives of Deloitte are expected to be present at the Annual Meeting virtually with the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. Stockholder ratification of the selection of Deloitte as the Company’s independent auditors is not required by our Amended and Restated Bylaws or otherwise. However, the Board is submitting the selection of Deloitte to the stockholders for ratification as a matter of corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

  82. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all awards granted to any non-employee director during any single calendar year, plus the total cash compensation paid to such director for services rendered for such calendar year as a non-employee director, shall not exceed $750,000.

  83. Compensation Program Overview

    | • | annual cash incentive compensation that motivates the executive officers to lead and manage the business to meet the Company’s short-and long-term objectives of responsibly delivering targeted Total Stockholder Return (TSR); |

  84. Compensation Program Overview

    | • | performance-based stock options that align executives with stockholders through gains in equity value (exercise price is set 10% higher than our closing stock price on the date of grant) and encourages retention and motivates long-term thinking to respond to the Company’s business challenges through time-based vesting over four years; and |

  85. Compensation Program Overview

    | • | restricted stock rights (RSRs) awards that align executives’ interest with stockholders’ interest through equity ownership to ensure that its executive officers are motivated over the long-term to respond to the Company’s business challenges and opportunities as owners and not just as employees through time-based vesting over a four-year period. |

  86. Compensation Program Overview

    | • | “At-risk” compensation focuses executives on achievement of short- and long-term goals. The Company’s executive compensation program is primarily performance-based, for both short-term incentives (annual cash bonuses) and long-term incentives (equity awards). In 2023, a majority of the primary compensation (base salary, annual equity awards and target cash bonuses under our Management Incentive Plan, in each case as reflected in the “Salary,” “Stock Awards,” “Option Awards,” columns of the 2023 Summary Compensation Table and in the “Target Bonus” column of the “2023 Bonus Calculations”) of our Chief Executive Officer and our other NEOs was variable (approximately 72% and 60%, respectively), based on performance or stock price. |

  87. Compensation Program Overview

    | • | Short-term cash incentives should be based on objective, measurable goals to drive the achievement of strong annual performance. For 2023, under the Management Incentive Plan (the “Bonus Plan”), our Chief Executive Officer and other NEOs were eligible for target cash bonuses equal to 100% and 60% of base salary, respectively, that could be earned at 0-150% of target based on performance against annual revenue (50% weighting), adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) (30% weighting), and individual (20% weighting) goals, except with respect to the Chief Executive Officer, whose incentive payout is calculated based solely on the annual revenue goal and annual Adjusted EBITDA goal to closely align his compensation with the Company’s performance, which results in approximately 62% of his bonus opportunity being based on an annual revenue goal and 38% being based on an Adjusted EBITDA goal. |

  88. Compensation Program Overview

    | • | A majority of long-term incentives should be performance-based. More than 50% of our long-term incentive value was granted in the form of performance-based stock options for 2023. In 2023, long-term incentive compensation value for our Chief Executive Officer was comprised of approximately 57% performance-based stock options and 43% RSRs and for our other NEOs was comprised of approximately 54% performance-based stock options and 46% RSRs. The performance-based stock options have an exercise price that is 10% higher than our closing stock price on the date of grant, thus requiring achievement of a 10% stock price increase before the stock options begin to have realizable value to the executives, subject to the service-based vesting conditions. |

  89. Positive Executive Compensation Practices

    | Process for Determining Executive Compensation | The Compensation Committee has the sole authority and responsibility to review and determine, or recommend to the Board for determination, the compensation package of our Chief Executive Officer and other NEOs. The Compensation Committee considers a number of factors in setting compensation for its executive officers, including Company performance, the executive’s functional performance, leadership, experience and responsibilities, and the compensation of executive officers in similar positions in our peer group of companies. The Compensation Committee also considers our Chief Executive Officer’s recommendations as to the executive officers’ compensation (other than his own) based on his review of the performance of our executive officers and as to the performance goals of the Bonus Plan. Say-on-Pay and Stockholder Engagement As part of the Compensation Committee’s annual review of the executive compensation program, it considers the outcome of the annual advisory vote of stockholders. At the 2023 Annual Meeting of Stockholders, approximately 96% of the “say-on-pay” votes cast were in favor of the compensation of the Company’s NEOs in 2022. During 2023 and in 2024 to date, senior management of the Company presented and participated in twenty-four investor conferences and non-deal roadshows. Also, after every quarterly earnings call, we arrange conference calls with our top stockholders and all of the analysts covering our Company. The Company believes these discussions help further align the Company’s interests with the best interests of its stockholders. Independent Consultant; Peer Group and Benchmarking The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) since 2016 to review our executive compensation programs and to assess our executive officers’ base salaries, incentive opportunities, target and actual total cash, long-term incentive value and total direct compensation from a competitive standpoint. For each fiscal year, including 2023, the Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and the corporate governance rules of The NASDAQ Stock Market and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee. FW Cook has assisted the Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices and in benchmarking our executive compensation program against the peer group. In late 2022, FW Cook provided the Compensation Committee with an analysis of base salary, target bonus, target total cash, long-term incentive value and design and target total compensation for executives of comparable healthcare technology, life sciences tools and services, biotechnology, application software, data processing, and logistics companies serving the life sciences and biotechnology industries. In performing this analysis, FW Cook used a peer group of 15 companies, which was reviewed and approved by our Compensation Committee. |

  90. Positive Executive Compensation Practices

    The Compensation Committee considered peer group compensation data when setting 2023 target compensation for Company executives. The Compensation Committee uses the peer group compensation data as one of several factors in determining appropriate compensation parameters for base salary, variable cash compensation and equity-based, long-term incentives. The Compensation Committee’s executive compensation decisions are made on a case-by-case basis, and specific benchmark results do not, in and of themselves, determine individual target compensation decisions. The Compensation Committee anticipates that it will continue to conduct similar reviews of our executive compensation practices and use independent outside consultants for similar services in the future.

  91. Executive Compensation

    | Elements of Executive Compensation | Compensation for executives consists of three principal components: base salary, potential annual cash incentive bonus, and long-term incentives. Base Salary Base salary represents the fixed portion of an executive officer’s compensation and is intended to provide compensation for day-to-day performance. The Compensation Committee believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. Each executive officer’s base salary is initially determined upon hire or promotion based on the executive officer’s responsibilities, prior experience, individual compensation history and salary levels of other executives within the Company and similarly situated executives within our peer group. Base salary is typically reviewed annually. The Compensation Committee believes that the base salaries paid to our executive officers during the fiscal year ended December 31, 2023 achieved the Company’s compensation objectives. Base salaries for the NEOs for 2022 and 2023 are as follows: |

  92. Annual Cash Incentive Bonuses

    Annual Cash Incentive Bonuses For 2023, as in prior years, executives were eligible for bonuses under the Bonus Plan, a formal incentive plan with pre-established goals and weightings, which was designed to reward achievements based upon quantitative Company and individual performance. Per the Bonus Plan, the Company’s executive officers, and certain other non-executive officers, may be eligible to receive a cash bonus expressed as a percentage of their base salary in the event the Company achieves certain business metrics and personal strategic objectives. Fifty percent (50%) of the bonus opportunity is based on an annual revenue goal; thirty percent (30%) of the bonus opportunity is based on an annual Adjusted EBITDA goal (collectively, the “Base Financial Goals”); and twenty percent (20%) of the bonus opportunity is based on the attainment of personal strategic objectives, with such personal strategic objectives determined by the Compensation Committee, except with respect to the Chief Executive Officer, whose incentive payout is calculated based solely on the Base Financial Goals, which results in approximately 62% of his bonus opportunity being based on an annual revenue goal and approximately 38% of his bonus opportunity being based on an annual Adjusted EBITDA goal. Under the Bonus Plan, Adjusted EBITDA is the adjusted earnings before interest, taxes, depreciation

  93. Annual Cash Incentive Bonuses

    | Cryoport Inc | 71 | 2024 Proxy Statement |

  94. Annual Cash Incentive Bonuses

    and amortization calculated in the manner reported by the Company in its public filings with the SEC. As the Company’s President and Chief Executive Officer, Mr. Shelton is responsible for developing company strategy and overseeing all of the Company’s corporate functions, global commercial activities and engineering and development initiatives. Because of his role and responsibilities, Mr. Shelton’s incentive payout is calculated based solely on the Base Financial Goals to closely align his compensation with the Company’s financial performance. The Compensation Committee chose revenue and Adjusted EBITDA as Base Financial Goals because it currently views these to be the best measures of the Company’s annual performance, with greater weighting on revenue due to the importance of continued growth and market capture. Bonuses can be earned at 0-150% of target, based on actual performance. Performance below the threshold level will result in a 0% payout with respect to the applicable goal. The annual cash incentive compensation earned by each executive officer is determined by the Compensation Committee after the end of each fiscal year and is calculated as a percentage of the executive officer’s target annual cash incentive compensation. The Company establishes the target amount of its annual cash incentive compensation at a level that represents a meaningful portion of the executive officers’ cash compensation and sets a threshold performance level for each executive. In establishing these levels, in addition to considering the incentives that the Company wants to provide to the executive officers, it also considers the annual target cash incentive compensation levels for comparable positions within our peer group and our own historical practices. The Compensation Committee established Mr. Shelton’s bonus opportunity for 2023 at 100% of his base salary and Mr. Stefanovich’s and Dr. Sawicki’s bonus opportunity at 60% of their base salaries, in each case consistent with the prior year opportunity as a percentage of base salary. Plan Protocol The Compensation Committee administers the Bonus Plan:

  95. Annual Cash Incentive Bonuses

    | 1. | At the beginning of the fiscal year, the Chief Executive Officer, with assistance from senior management, proposes annual Base Financial Goals and other personal strategic objectives (for executives other than himself) tied to individual results, measurement criteria and weightings, subject to review and approval by the Compensation Committee. |

  96. Annual Cash Incentive Bonuses

    | 2. | At the beginning of the following fiscal year, the Chief Executive Officer evaluates performance levels and the achievement of these annual Base Financial Goals and personal strategic objectives tied to individual results for all executive officers except for himself, which are subject to review and approval by the Compensation Committee. Specific bonus award recommendations for all participants (except the Chief Executive Officer) are submitted by the Chief Executive Officer to the Compensation Committee for review. |

  97. Annual Cash Incentive Bonuses

    | Cryoport Inc | 72 | 2024 Proxy Statement |

  98. Annual Cash Incentive Bonuses

    | 3. | The Compensation Committee determines the bonus awards for individual participants based on the target bonus figures, the Company’s performance against the Base Financial Goals and performance against other personal strategic objectives tied to individual results, as applicable. |

  99. Annual Cash Incentive Bonuses

    2023 Plan Payout For the fiscal year ended December 31, 2023, the Compensation Committee established Base Financial Goals and personal strategic objectives for each executive officer in March of 2023, which were revised in September of 2023 to establish financial goals for Dr. Sawicki based on the performance of Cryoport Systems (instead of the Company-wide target) and to adjust the Base Financial Goals in response to the changing economic landscape. In addition to the Base Financial Goals, executive officers, with the exception of our Chief Executive Officer, also have a component to their annual cash incentive compensation determined based upon achievement of personal strategic objectives. The Base Financial Goals and the payout percentages for the Base Financial Goals of the Bonus Plan for 2023 of Cryoport, Inc., which were applicable to Mr. Shelton and Mr. Stefanovich, were determined as follows:

  100. Annual Cash Incentive Bonuses

    | | Base Financial Goals | | | | | | | | | | | | Revenue | | | | | Adjusted EBITDA | | | | | | | | 2023 Revenue ($000) | | % of Goal Achievement | Payout as % of Target | | 2023 Adj. EBITDA ($000) | | % of Goal Achieved | Payout as % of Target | | Maximum | > | $273.5 | > | 110% | 150% | > | $14.3 | > | 120% | 150% | | | | $261.1 | | 105% | 125% | | $13.1 | | 110% | 125% | | Target | | $248.7 | | 100% | 100% | | $11.9 | | 100% | 100% | | | | $243.7 | | 98% | 75% | | $10.7 | | 90% | 75% | | Threshold | | $238.7 | | 96% | 50% | | $9.5 | | 80% | 50% | | | < | $238.7 | < | 96% | 0% | < | $9.5 | < | 80% | 0% |

  101. Annual Cash Incentive Bonuses

    The following table summarizes the actual results against the target Base Financial Goals, percentage of goal achievement and payout percentages for the Base Financial Goals for the year ended December 31, 2023, with respect to Mr. Shelton and Mr. Stefanovich:

  102. Annual Cash Incentive Bonuses

    | Financial Goal | Target ($000) | Results ($000) | % of Goal Achievement | Payout | | Revenue | $248.7 | $233.3 | 94% | 0% | | Adjusted EBITDA | $11.9 | ($8.3) | N/A% | 0% |

  103. Annual Cash Incentive Bonuses

    | Cryoport Inc | 73 | 2024 Proxy Statement |

  104. Annual Cash Incentive Bonuses

    The Base Financial Goals and the payout percentages for the Base Financial Goals of the Bonus Plan for 2023 of Cryoport Systems, LLC, which were applicable to Dr. Sawicki, were determined as follows:

  105. Annual Cash Incentive Bonuses

    | | Base Financial Goals | | | | | | | | | | | | Revenue | | | | | Adjusted EBITDA | | | | | | | | 2023 Revenue ($000) | | % of Goal Achievement | Payout as % of Target | | 2023 Adj. EBITDA ($000) | | % of Goal Achieved | Payout as % of Target | | Maximum | > | $88.1 | > | 110% | 150% | > | $(2.4) | > | 100% | 150% | | | | $84.1 | | 105% | 125% | | $(2.6) | | 100% | 125% | | Target | | $80.1 | | 100% | 100% | | $(2.9) | | 100% | 100% | | | | $78.5 | | 98% | 75% | | $(3.2) | | 90% | 75% | | Threshold | | $76.9 | | 96% | 50% | | $(3.6) | | 80% | 50% | | | < | $76.9 | < | 96% | 0% | < | $(3.6) | < | 80% | 0% |

  106. Annual Cash Incentive Bonuses

    The following table summarizes the actual results against the target Base Financial Goals, percentage of goal achievement and payout percentages for the Base Financial Goals for the year ended December 31, 2023:

  107. Annual Cash Incentive Bonuses

    | Financial Goal | Target ($000) | Results ($000) | % of Goal Achievement | Payout | | Revenue | $80.1 | $73.2 | 91.35% | 0% | | Adjusted EBITDA | $(2.9) | $(13.2) | N/A% | 0% |

  108. Annual Cash Incentive Bonuses

    Our Chief Executive Officer evaluated the NEOs actual performance against their personal strategic objectives and submitted such evaluation to the Compensation Committee. The ultimate determination of achievement of the personal strategic objectives is at the sole discretion of the Compensation Committee. The performance assessment for the other corporate objectives tied to individual results is not calculated on a line-item basis, but rather represents an overall assessment as to how the executive officer contributed to the success of the Company through and within his area of responsibility. The individual objectives are designed to be difficult to achieve at 100%. The Compensation Committee has assessed the attainment of these objectives by Mr. Stefanovich and Dr. Sawicki for 2023. As the Company’s Chief Financial Officer and Chief Administrative Officer, Mr. Stefanovich is responsible for the Company’s internal systems, financial controls, legal, human resources and information technology. Notwithstanding Mr. Stefanovich’s contributions to the Company’s strategic advancements in 2023, he requested not to receive any payout with respect to his attainment of personal strategic objectives for 2023. The Chief Executive Officer submitted such request to the Compensation Committee. The Compensation Committee approved such request and established the attainment level of the individual objectives for Mr. Stefanovich was 0%.

  109. Annual Cash Incentive Bonuses

    | Cryoport Inc | 74 | 2024 Proxy Statement |

  110. Annual Cash Incentive Bonuses

    As the Company’s Chief Scientific Officer and CEO of Cryoport Systems, Dr. Sawicki is responsible for oversight of all scientific and technical aspects of the Company and its subsidiaries. Notwithstanding Dr. Sawicki’s contributions to the Company’s strategic advancements in 2023, he requested not to receive any payout with respect to his attainment of personal strategic objectives for 2023. The Chief Executive Officer submitted such request to the Compensation Committee. The Compensation Committee approved such request and established the attainment level of the individual objectives for Dr. Sawicki was 0%. The resulting individual actual payouts as a percentage of targets for 2023 were as follows:

  111. Annual Cash Incentive Bonuses

    | | 2023 Bonus Calculations | | | | | | | Base Salary ($) | Target Bonus as % of Base Salary | Target Bonus ($) | Actual Payout as % of Target | Actual Payout ($) | | Jerrell Shelton | $893,255 | 100% | $893,255 | 0% | $0 | | Robert Stefanovich | $551,500 | 60% | $330,900 | 0% | $0 | | Mark Sawicki, Ph.D. | $551,500 | 60% | $330,900 | 0% | $0 |

  112. Long-Term Incentives

    Long-Term Incentives The long-term incentive program for the executive officers included a mix of performance-based (premium-priced) stock options and RSRs that are subject to time-based vesting. The performance-based stock options were priced at a premium of 10% above the market price on the date of grant. The Compensation Committee believes that our long-term incentive program is an effective vehicle for the long-term element of compensation, as the awards align individual and team performance with the achievement of the Company’s strategic and financial goals over time, and with stockholders’ interests. Stock options, which have exercise prices equal to at least the fair market value of the Company’s stock on the date of grant, reward executive officers only if the stock price increases above the exercise price. The value of RSRs are impacted by both increases and decreases in stock price. The number of equity awards granted has been based on the executive’s position, the executive’s performance in the prior year, the Company’s overall performance, the executive’s potential for continued sustained contributions to our success, and competitive market information. Based on market data provided by FW Cook, the Compensation Committee considers the equity grant levels of the peer group when recommending equity awards for executive officers. In 2023, long-term incentive compensation for our Chief Executive Officer comprised of approximately 57% performance-based stock options and 43% RSRs and for our NEOs, other than the Chief Executive Officer, comprised of approximately 54% performance-based stock options and 46% RSRs. The

  113. Long-Term Incentives

    | Cryoport Inc | 75 | 2024 Proxy Statement |

  114. Long-Term Incentives

    performance-based stock options granted to the executive officers in 2023 have seven-year terms and vest monthly over four years on a pro rata basis. The RSRs granted to the executive officers in 2023 vest annually over four years on a pro rata basis. Vesting of the stock options and RSRs occur only if the executive officer is employed by the Company or an affiliate through each vesting date, unless they meet certain requirements for continued vesting. The 2023 long-term incentive awards are summarized in the table below. The grants were made under the Company’s 2018 Plan. The grant date fair value of each award was determined using the Black-Scholes model for stock options and was based on the closing price of the Company’s common stock on the date of grant for RSRs. Additional information about equity awards granted in 2023 is provided below in the Grants of Plan-Based Awards table.

  115. Long-Term Incentives

    | | 2023 Long Term Incentives Grant Value | | | | Name | Stock Options | RSRs | Total | | Jerrell Shelton | $785,432 | $585,729 | $1,371,161 | | Robert Stefanovich | $269,203 | $226,037 | $495,240 | | Mark Sawicki, Ph.D. | $269,203 | $226,037 | $495,240 |

  116. Long-Term Incentives

    | Additional Policies and Benefits | Equity Grant Policies. Executives’ stock options are granted with an exercise price equal to or greater than the fair market value of the Company’s common stock, which is deemed to be the closing price on the date of grant. Equity grants to executives currently are made pursuant to the Company’s 2018 Plan. We do not coordinate equity grants to the timing of releases of material non-public information. New hire equity grants, which are made to all employees (including executives) at the time of hire, generally consist of a mix of RSRs and/or stock options. For executive-level hires, the award value is established through arm’s-length negotiation at the time of hire, taking into account the executive’s qualifications, experience and competitive market information for similar positions in the biotechnology industry, as well as the current compensation approach of the Company. Restrictions on Hedging or Pledging. Our Insider Trading and Tipping Policy prohibits directors and employees (including executive officers) and certain other “Designated Outsiders” from engaging in any transactions involving any hedging or derivatives of Company securities, including trading in futures and derivative securities and engaging in hedging activities relating to Company securities, including exchange traded options, puts, calls, collars, forward sale contracts, equity swaps, exchange funds or other arrangements or instruments designed to hedge or offset decreases in the market value of Company securities. Further, our Insider Trading and Tipping Policy provides that the covered persons described above are prohibited from initiating any transactions that involve pledging any Company securities as collateral for a loan or holding Company securities as security in a margin account after the adoption of the policy. |

  117. Long-Term Incentives

    | Cryoport Inc | 76 | 2024 Proxy Statement |

  118. Long-Term Incentives

    | Clawback Policy. Our Board has adopted a clawback policy providing that the Company is required to recover incentive compensation from any covered individual (except where the Board determines, in a manner consistent with the Nasdaq clawback rules, that recovery would be impracticable) if the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. The amount of excess incentive compensation includes excess incentive compensation received by any current or former executive officer (or other employee designated by the Board as covered by the policy) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. Stock Ownership Guidelines. Our Board believes that, in order to more closely align the interests of our executive officers with the long-term interests of the Company’s stockholders, all executive officers should maintain a minimum level of equity interests in the Company’s common stock. Executive officer stock ownership guidelines are based on the value of common stock owned as a multiple of base salary. The guidelines are reviewed annually and revised upward as appropriate to keep pace with competitive and good governance practices. The current multiples are set based upon each officer's position, as set forth below: |

  119. Long-Term Incentives

    | Position | Stock Ownership Multiple | | Chief Executive Officer | 6x base salary | | Chief Financial Officer, Chief Scientific Officer, EVP, SVP or Subsidiary/Group CEO’s | 3x base salary | | Other Executive Officers | 2x base salary |

  120. Long-Term Incentives

    Ownership levels are expected to be achieved within five years of the guideline being applicable. If an executive officer fails to comply with the guidelines, the Compensation Committee may require such executive officer to retain 100% of the after-tax value of all vested equity awards earned under the Company’s executive compensation program until the guideline is achieved. As of the Record Date, all NEOs were either in compliance with the guidelines or had additional time to achieve them. Other Benefits. The Company provides certain additional benefits to executive officers that are also generally available to employees, including medical, dental, vision and life insurance coverage, 401(k) matching contributions; however, the Compensation Committee in its discretion may revise, amend, or add to these benefits. Post-employment Compensation. The NEOs are entitled to certain severance and change in control benefits, the terms of which are described below under “Executive Compensation—Potential Payments upon Termination or Change in Control.” While the Compensation Committee believes the severance and change in control benefits are an essential element of the overall executive compensation package and assist the

  121. Long-Term Incentives

    | Cryoport Inc | 77 | 2024 Proxy Statement |

  122. Long-Term Incentives

    Company in recruiting and retaining talented individuals and aligning the executive’s interests with the best interests of the stockholders, these agreements do not factor into our decisions surrounding the executive's cash and equity compensation. Tax and Accounting Considerations. In connection with its determination of the various elements of compensation for our executive officers, the Compensation Committee has taken into account the impact of Section 162(m) of the Internal Revenue Code on the deductibility of compensation for federal income tax purposes. Section 162(m) limits the deductibility of compensation paid to covered employees to $1 million annually. Notwithstanding Section 162(m), the Compensation Committee has the discretion to design and implement elements of executive compensation that may not be fully deductible for income tax purposes. Compensation Risk Assessment. The Compensation Committee considers and evaluates risks related to the Company’s cash and equity-based compensation programs and practices as well as evaluates whether the Company’s compensation plans encourage participants to take excessive risks that are reasonably likely to have a material adverse effect on the Company. Consistent with SEC disclosure requirements, the Compensation Committee has worked with management to assess compensation policies and practices for Company employees and has concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Compensation Committee Interlocks and Insider Participation. During the fiscal year ended December 31, 2023, Mr. Zecchini, Mr. Mandalam, and Mr. Berman served on the Compensation Committee. During the fiscal year ended December 31, 2023, there were no relationships or transactions between the Company and any member of the Compensation Committee requiring disclosure hereunder. None of our executive officers currently serves, or during the fiscal year ended December 31, 2023 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

  123. Long-Term Incentives

    | Cryoport Inc | 78 | 2024 Proxy Statement |

  124. Long-Term Incentives

    | Compensation Committee Report | |

  125. Long-Term Incentives

    The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

  126. Long-Term Incentives

    | Respectfully submitted by the Compensation Committee: | | Ramkumar Mandalam, Ph.D., Chair | | Richard Berman | | Daniel Hancock |

  127. Long-Term Incentives

    | Cryoport Inc | 79 | 2024 Proxy Statement |

  128. Long-Term Incentives

    | Executive Compensation | |

  129. Long-Term Incentives

    | 2023 Summary Compensation Table | The following table contains information with respect to the compensation of our NEOs for the years ended December 31, 2023, 2022 and 2021 for each of the years during which such individuals were NEOs: |

  130. Long-Term Incentives

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(4) ($) | Total ($) | | Jerrell W. Shelton President and Chief Executive Officer | 2023 | 865,597 | 585,729 | 785,432 | — | — | 2,236,758 | | | 2022 | 791,562 | 731,213 | 963,359 | — | — | 2,486,134 | | | 2021 | 713,125 | 1,768,140 | 2,046,243 | 605,313 | — | 5,132,821 | | Robert S. Stefanovich Senior Vice President and Chief Financial Officer | 2023 | 534,437 | 226,037 | 269,203 | — | 13,200 | 1,042,877 | | | 2022 | 488,750 | 282,180 | 330,123 | — | 12,200 | 1,113,253 | | | 2021 | 437,500 | 571,538 | 661,083 | 234,600 | 11,600 | 1,916,321 | | Mark W. Sawicki, Ph.D. Chief Scientific Officer | 2023 | 534,437 | 226,037 | 269,203 | | 13,200 | 1,042,877 | | | 2022 | 488,750 | 282,180 | 330,123 | — | 12,200 | 1,113,253 | | | 2021 | 437,500 | 571,538 | 661,083 | 234,600 | 11,600 | 1,916,321 |

  131. Long-Term Incentives

    | 2023 Grants of Plan-Based Awards Table | The following table contains information with respect to each plan-based award granted to our NEOs in 2023 under the Bonus Plan and the 2018 Plan: |

  132. Long-Term Incentives

    | Outstanding Equity Awards at December 31, 2023 | The following table contains information with respect to outstanding equity awards held by our NEOs as of December 31, 2023: |

  133. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table sets forth information with respect to the number of stock options exercised, RSRs that vested and amounts realized by the NEOs in the year ended December 31, 2023.

  134. 2023 Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of shares acquired on vesting ($) | Value Realized on Vesting ($)(2) | | Jerrel W. Shelton | 340,377 | 5,936,371 | 15,023 | 323,557 | | Robert Stefanovich | 35,918 | 553,529 | 5,281 | 113,728 | | Mark W. Sawicki, Ph.D. | 1,000 | 130 | 5,281 | 113,728 |

  135. 2023 Option Exercises and Stock Vested Table

    | (1) The value realized on exercise of an option award is based on the difference between the market price of the Company’s common stock on the date of exercise and the exercise price of the option. |

  136. 2023 Option Exercises and Stock Vested Table

    | (2) The value realized on vesting of RSRs is based on the closing price of the Company’s common stock on the vesting date. |

  137. 2023 Option Exercises and Stock Vested Table

    | Cryoport Inc | 83 | 2024 Proxy Statement |

  138. 2023 Option Exercises and Stock Vested Table

    | Executive Employment Arrangements | Jerrell W. Shelton As of December 31, 2023, under the terms of Mr. Shelton’s employment agreement (as amended at such time, the “Shelton Agreement”) with respect to his employment as President and Chief Executive Officer of the Company, Mr. Shelton’s annual base salary is an amount determined by the Compensation Committee of the Board of Directors. Mr. Shelton’s annual base salary was increased from $819,500 to $893,255 effective May 1, 2023. Mr. Shelton is eligible to participate in the equity incentive plans and cash bonus plans adopted by the Company from time-to-time. He is currently eligible for an incentive bonus under the Bonus Plan targeted at 100% of his annual base salary. | | | Mr. Shelton has agreed not to solicit or encourage or attempt to solicit or encourage any employee of the Company to leave employment with the Company during the term of the Shelton Agreement and for a period of eighteen months following the termination of the Shelton Agreement. The Shelton Agreement expires on June 1, 2026. Payments due to Mr. Shelton upon a termination of the Shelton Agreement are described below under “Potential Payments On Termination Or Change in Control.” | | | On February 15, 2024, the Company entered into an amended and restated employment agreement (the “Restated Shelton Agreement”) that amended the Shelton Agreement to, among other things, (i) in the event he is terminated without cause, remove his right to reimbursement for COBRA premiums and provide for full vesting of unvested equity awards, (ii) to extend the term of the agreement to February 15, 2027, with automatic annual renewals thereafter unless his employment has earlier terminated or either party provides not less than 180 days’ notice of his or its intention not to renew, and (iii) provide that the expiration of the agreement as a result of the non-renewal of the agreement by the Company is deemed to be termination without cause pursuant to the terms of the agreement. |

  139. 2023 Option Exercises and Stock Vested Table

    | Cryoport Inc | 84 | 2024 Proxy Statement |

  140. 2023 Option Exercises and Stock Vested Table

    | Robert S. Stefanovich As of December 31, 2023, under the terms of Mr. Stefanovich’s employment agreement (as amended at such time, the “Stefanovich Agreement”) with respect to his continued employment as Senior Vice President, Chief Financial Officer and Treasurer of the Company, Mr. Stefanovich’s annual base salary is an amount determined by the Compensation Committee of the Board of Directors. Mr. Stefanovich’s annual base salary was increased from $506,000 to $551,500 effective May 1, 2023. Mr. Stefanovich is eligible to participate in the equity incentive plans and cash bonus plans adopted by the Company from time-to-time. He is currently eligible for an incentive bonus under the Bonus Plan targeted at 60% of his annual base salary. | | Mr. Stefanovich has agreed not to solicit or encourage or attempt to solicit or encourage any employee of the Company to leave employment with the Company during the term of the Stefanovich Agreement and for a period of eighteen months following the termination of the Stefanovich Agreement. The Stefanovich Agreement has an initial term of three years. Payments due to Mr. Stefanovich upon a termination of the Stefanovich Agreement are described below under “Potential Payments On Termination Or Change in Control.” | | On February 15, 2024, the Company entered into an amended and restated employment agreement (the “Restated Stefanovich Agreement”) with Mr. Stefanovich, which amended and restated the Stefanovich Agreement primarily to, among other things, (i) in the event he is terminated without cause, reduce his right to reimbursement for COBRA premiums to the proportion of the COBRA premium equal to the same proportion that the Company pays for active employees and their eligible dependents and provide for one year accelerated vesting of unvested equity awards, (ii) to extend the term of the agreement to February 15, 2027, with automatic annual renewals thereafter unless his employment has earlier terminated or either party provides not less than 180 days’ notice of his or its intention not to renew, and (iii) provide that the expiration of the agreement as a result of the non-renewal of the agreement by the Company is deemed to be termination without cause pursuant to the terms of the agreement. | | Mark W. Sawicki, Ph.D. As of December 31, 2023, under the terms of Dr. Sawicki’s employment agreement (the “Sawicki Agreement”) with respect to his continued employment as Chief Scientific Officer of the Company and Chief Executive Officer of Cryoport Systems, LLC, Dr. Sawicki’s annual base salary is an amount determined by the Compensation Committee of the Board of Directors. Dr. Sawicki’s annual base salary was increased from $506,000 to $551,500 effective May 1, 2023. Dr. Sawicki is eligible to participate in the |

  141. 2023 Option Exercises and Stock Vested Table

    | Cryoport Inc | 85 | 2024 Proxy Statement |

  142. 2023 Option Exercises and Stock Vested Table

    | equity incentive plans and cash bonus plans adopted by the Company from time-to-time. He is currently eligible for an incentive bonus under the Bonus Plan targeted at 60% of his annual base salary. | | Dr. Sawicki has agreed not to solicit or encourage or attempt to solicit or encourage any employee of the Company to leave employment with the Company during the term of the Sawicki Agreement and for a period of 18 months following the termination of the Sawicki Agreement. The Sawicki Agreement has an initial term of three years. Payments due to Dr. Sawicki upon a termination of the Sawicki Agreement are described below under “Potential Payments On Termination Or Change in Control.” | | On February 15, 2024, the Company entered into an amended and restated employment agreement (the “Restated Sawicki Agreement”) with Dr. Sawicki, which amended and restated the Sawicki Agreement primarily to, among other things, (i) in the event he is terminated without cause, reduce his right to reimbursement for COBRA premiums to the proportion of the COBRA premium equal to the same proportion that the Company pays for active employees and their eligible dependents and provide for one year accelerated vesting of unvested equity awards, (ii) to extend the term of the agreement to February 15, 2027, with automatic annual renewals thereafter unless his employment has earlier terminated or either party provides not less than 180 days’ notice of his or its intention not to renew, and (iii) provide that the expiration of the agreement as a result of the non-renewal of the agreement by the Company is deemed to be termination without cause pursuant to the terms of the agreement. |

  143. 2023 Option Exercises and Stock Vested Table

    | Cryoport Inc | 86 | 2024 Proxy Statement |

  144. 2023 Option Exercises and Stock Vested Table

    | Potential Payments on Termination or Change in Control | Pursuant to the Shelton Agreement, which was in effect as of December 31, 2023, if Mr. Shelton terminates the Shelton Agreement, he dies, or he is terminated for cause, he will be entitled to all compensation and benefits that he earned through the date of termination. If he is terminated without cause or he terminates for good reason, he will be entitled to continuation of base salary for 24 months following termination, payment of COBRA premiums for up to 24 months following termination, and one half of unvested equity awards as of date of termination shall become fully vested; provided that if the termination date is within twelve months after a change in control of the Company, then all of the unvested equity awards as of such date will become fully vested. All base salary payments would be paid over time in accordance with the Company’s general payroll practices. | | | Pursuant to the Restated Shelton Agreement, which was entered into on February 15, 2024, if Mr. Shelton terminates the Restated Shelton Agreement, he dies, or he is terminated for cause, he will be entitled to all compensation and benefits that he earned through the date of termination. If he is terminated without cause or he terminates for good reason, he will be entitled to continuation of base salary for 24 months following termination and all unvested equity awards as of date of termination shall become fully vested. All base salary payments would be paid over time in accordance with the Company’s general payroll practices. | | | Pursuant to the Stefanovich Agreement, which was in effect as of December 31, 2023, if Mr. Stefanovich terminates the Stefanovich Agreement, he dies, or he is terminated for cause, he will be entitled to all compensation and benefits that he earned through the date of termination. If he is terminated without cause or he terminates for good reason, he will be entitled to continuation of base salary for eighteen months following termination and payment of COBRA premiums for up to eighteen months following termination. All base salary payments would be paid over time in accordance with the Company’s general payroll practices. | | | Pursuant to the Restated Stefanovich Agreement, which was entered into on February 15, 2024, if Mr. Stefanovich terminates the Restated Stefanovich Agreement, he dies, or he is terminated for cause, he will be entitled to all compensation and benefits that he earned through the date of termination. If he is terminated without cause or he terminates for good reason, he will be entitled to continuation of base salary for eighteen months following termination, payment of a portion of the COBRA premiums equal to the same proportion that the Company pays for active employees and their eligible dependents for up to eighteen months following termination, and one-year accelerate vesting of unvested equity awards. All base salary payments would be paid over time in accordance with the Company’s general payroll practices. |

  145. 2023 Option Exercises and Stock Vested Table

    | Cryoport Inc | 87 | 2024 Proxy Statement |

  146. 2023 Option Exercises and Stock Vested Table

    | Pursuant to the Sawicki Agreement, which was in effect as of December 31, 2023, if Dr. Sawicki terminates the Sawicki Agreement, he dies, or he is terminated for cause, he will be entitled to all compensation and benefits that he earned through the date of termination. If he is terminated without cause or he terminates for good reason, he will be entitled to continuation of base salary for 18 months following termination and payment of COBRA premiums for up to 18 months following termination. All base salary payments would be paid over time in accordance with the Company’s general payroll practices. | | Pursuant to the Restated Sawicki Agreement, which was entered into on February 15, 2024, if Dr. Sawicki terminates the Restated Sawicki Agreement, he dies, or he is terminated for cause, he will be entitled to all compensation and benefits that he earned through the date of termination. If he is terminated without cause or he terminates for good reason, he will be entitled to continuation of base salary for eighteen months following termination, payment of a portion of the COBRA premiums equal to the same proportion that the Company pays for active employees and their eligible dependents for up to eighteen (months following termination, and one-year accelerate vesting of unvested equity awards. All base salary payments would be paid over time in accordance with the Company’s general payroll practices. | | The 2018 Plan, the Cryoport, Inc. 2015 Omnibus Equity Incentive Plan and the Cryoport, Inc. 2011 Stock Incentive Plan each provide that if a “change in control” occurs, the Compensation Committee has the discretion to provide in the applicable option agreement that any outstanding awards shall become fully vested and exercisable. | | The Company does not provide any additional payments to the NEOs upon their resignation, termination, retirement, or upon a change in control. |

  147. 2023 Option Exercises and Stock Vested Table

    | Cryoport Inc | 88 | 2024 Proxy Statement |

  148. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control The table below reflects the value of compensation and benefits that would become payable to each of the NEOs if the NEO is terminated without cause or terminates for good reason on December 31, 2023. The amounts are based upon the NEO’s compensation as of such date and on the Company’s closing stock price on December 30, 2023 ($15.49).

  149. Potential Payments on Termination or Change in Control

    | Name | Cash Severance | Benefit Continuation | Equity Awards | Total | | Jerrell Shelton | $1,786,510 | $0(1) | $285,163(2) | 2,071,673 | | Robert Stefanovich | $827,250 | $38,918(3) | —(4) | $866,168 | | Mark Sawicki | $827,250 | $40,947(3) | —(4) | $868,197 |

  150. Potential Payments on Termination or Change in Control

    | (1) Mr. Shelton would not be eligible for COBRA because he is not currently enrolled in any benefit plans. Under the Restated Shelton Agreement, he is not entitled to COBRA reimbursement. |

  151. Potential Payments on Termination or Change in Control

    | (2) Represents the intrinsic value of accelerated equity awards, which would be one half of unvested equity awards as of date of termination. If Mr. Shelton is terminated without cause or is terminated for good reason within 12 months after a change in control, all of the unvested equity awards as of such date will become fully vested, which would have an intrinsic value of $570,326. Under the Restated Shelton Agreement, if Mr. Shelton is terminated without cause or is terminated for good reason, all of the unvested equity awards as of such date will become fully vested, which would have an intrinsic value of $570,326. If Mr. Shelton retires, he is entitled to continued vesting of his outstanding equity awards if he continues to serve on the Board and if he does not continue to serve on the Board, he is entitled to 18 months accelerated vesting on unvested equity awards as of his retirement date, which would have an intrinsic value of $506,430. |

  152. Potential Payments on Termination or Change in Control

    | (3) Under the Restated Stefanovich Agreement and the Restated Sawicki Agreement, the NEO is only entitled to a portion of the COBRA premiums equal to the same proportion that the Company pays for active employees and their eligible dependents, which would reduce the value of benefit continuation for Mr. Stefanovich and Dr. Sawicki to $20,137 and $22,583, respectively. |

  153. Potential Payments on Termination or Change in Control

    | (4) Under the Restated Stefanovich Agreement and the Restated Sawicki Agreement, the NEO is entitled to 12 months forward vesting of unvested equity awards as of the date of termination. The intrinsic value of such acceleration for Mr. Stefanovich and Dr. Sawicki would be $122,261 and $122,261, respectively. |

  154. Potential Payments on Termination or Change in Control

    | CEO Pay Ratio | To determine the ratio of the CEO’s annual total compensation to the median annual total compensation of all employees worldwide excluding the CEO, we identified the median employee as of December 31, 2023 using base salary, bonuses, and commissions, as our consistently applied compensation measure calculated for our global employee population as of such date; all foreign currencies were converted to U.S. dollars. The median employee’s 2023 total compensation, as determined in the same manner as “Total Compensation” in the Summary Compensation Table, was $42,682. Mr. Shelton’s 2023 total compensation was $2,236,758, resulting in a pay ratio of approximately 52:1. | | | Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices, different types of workforces and operate in different countries and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. |

  155. Potential Payments on Termination or Change in Control

    | Cryoport Inc | 89 | 2024 Proxy Statement |

  156. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

  157. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(7) | Adjusted EBITDA (millions)(8) | | | | | | | Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (j) | | 2023 | $2,236,758 | $1,498,472 | $1,042,877 | $788,430 | $94.11 | $141.45 | ($99.59) | ($8.30) | | 2022 | $2,486,134 | ($7,379,573) | $1,113,253 | ($1,715,342) | $105.41 | $144.55 | ($37.33) | $13.70 | | 2021 | $5,132,821 | $9,636,047 | $1,916,321 | $3,122,660 | $359.48 | $190.28 | ($275.53) | $21.24 | | 2020 | $5,484,107 | $15,785,960 | $1,808,535 | $4,502,127 | $266.59 | $135.64 | ($32.69) | ($0.39) |

  158. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Shelton (our Chief Executive Officer) in the “Total” column of the Summary Compensation Table. |

  159. Pay Versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Shelton, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Shelton during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Shelton’s total compensation for each year to determine the compensation actually paid: |

  160. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards Granted in the Year(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2023 | $2,236,758 | ($1,371,161) | $632,875 | $1,498,472 | | 2022 | $2,486,134 | ($1,694,572) | ($8,171,135) | ($7,379,573) | | 2021 | $5,132,821 | ($3,814,383) | $8,317,609 | $9,636,047 | | 2020 | $5,484,107 | ($4,091,607) | $14,393,460 | $15,785,960 |

  161. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  162. Pay Versus Performance

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  163. Pay Versus Performance

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $775,296 | ($254,012) | $92,209 | $19,382 | $— | $— | $632,875 | | 2022 | $886,794 | ($6,226,290) | $188,681 | ($3,020,320) | $— | $— | ($8,171,135) |

  164. Pay Versus Performance

    | Cryoport Inc | 90 | 2024 Proxy Statement |

  165. Pay Versus Performance

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2021 | $3,619,780 | $2,441,618 | $441,532 | $1,814,679 | $— | $— | $8,317,609 | | 2020 | $10,430,349 | $574,880 | $2,030,949 | $1,357,282 | $— | $— | $14,393,460 |

  166. Pay Versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Shelton) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Shelton) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, 2022 and 2021, Robert Stefanovich and Mark Sawicki; and (ii) for 2020, Robert Stefanovich. |

  167. Pay Versus Performance

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Shelton), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Shelton) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Shelton) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  168. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards Granted in the Year | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,042,877 | ($495,240) | $240,793 | $788,430 | | 2022 | $1,113,253 | ($612,303) | ($2,216,292) | ($1,715,342) | | 2021 | $1,916,321 | ($1,232,621) | $2,438,960 | $3,122,660 | | 2020 | $1,808,535 | ($1,093,164) | $3,786,756 | $4,502,127 |

  169. Pay Versus Performance

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  170. Pay Versus Performance

    | Year | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $283,952 | ($83,005) | $31,637 | $8,210 | $— | $— | $240,793 | | 2022 | $324,361 | ($1,766,265) | $64,724 | ($839,112) | $— | $— | ($2,216,292) | | 2021 | $1,166,153 | $651,097 | $147,179 | $474,531 | $— | $— | $2,438,960 | | 2020 | $2,781,431 | $137,974 | $541,594 | $325,757 | $— | $— | $3,786,756 |

  171. Pay Versus Performance

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  172. Pay Versus Performance

    | Cryoport Inc | 91 | 2024 Proxy Statement |

  173. Pay Versus Performance

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 1500 Life Sciences Tools & Services Industry Index. |

  174. Pay Versus Performance

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  175. Pay Versus Performance

    | (8) Adjusted EBITDA is defined as net loss adjusted for interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, acquisition and integration costs, investment income, unrealized (gain)/loss on investments, foreign currency (gain)/loss, gain on insurance claim, gain on extinguishment of debt, goodwill impairment, changes in fair value of contingent consideration and charges or gains resulting from non-recurring events. |

  176. Pay Versus Performance

    | Cryoport Inc | 92 | 2024 Proxy Statement |

  177. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  178. Analysis of the Information Presented in the Pay Versus Performance Table

    | Cryoport Inc | 93 | 2024 Proxy Statement |

  179. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Shelton and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Shelton) is generally aligned with the Company’s cumulative TSR over the last four completed fiscal years presented in the graph. The graph also compares the Company’s cumulative TSR to the TSR of our peer group. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards. As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program is primarily performance-based, for both short-term incentives (annual cash bonuses) and long-term incentives (equity awards).

  180. Compensation Actually Paid and Cumulative TSR

    | Cryoport Inc | 94 | 2024 Proxy Statement |

  181. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The amount of compensation actually paid to Mr. Shelton and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Shelton) is compared to the Company’s Net Loss over the last four completed fiscal years presented in the following graph.

  182. Compensation Actually Paid and Net Loss

    | Cryoport Inc | 95 | 2024 Proxy Statement |

  183. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA The amount of compensation actually paid to Mr. Shelton and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Shelton) is compared to the Company’s Adjusted EBITDA over the four completed fiscal years in the following graph. As described in more detail in the section “Compensation Discussion and Analysis,” the Company uses Adjusted EBITDA as one of the Base Financial Goals under the Bonus Plan.

  184. Compensation Actually Paid and Adjusted EBITDA

    | Cryoport Inc | 96 | 2024 Proxy Statement |

  185. Compensation Actually Paid and Adjusted EBITDA

    | DIRECTOR COMPENSATION | Compensation for non-employee directors is governed by the Company’s Compensation Committee. The following summarizes the non-employee director compensation plan in effect during the year ended December 31, 2023. Annual Fees. Non-employee directors are paid an annual cash retainer of $70,000. In addition, non-employee directors in leadership roles will be paid the following amounts. |

  186. Compensation Actually Paid and Adjusted EBITDA

    | Chair/Lead Director | $25,000 | | Audit Committee Chair | $20,000 | | Compensation Committee Chair | $15,000 | | Nomination and Governance Committee Chair | $10,000 | | Science and Technology Committee Chair | $24,000 |

  187. Compensation Actually Paid and Adjusted EBITDA

    Cash fees are paid on a quarterly basis. Annual Grants. Each non-employee director receives, annually: (i) an option grant to purchase shares of the Company’s common stock valued at $162,500, vesting ratably on a monthly basis over one year, effective as of, with an exercise price equal to the closing price of the Company’s common stock on, the date of the annual stockholder meeting; and (ii) RSRs valued at $162,500, vesting one year after the date of the annual stockholder meeting. Sign-On Grants. Each newly appointed or elected non-employee director share receives as an inducement, (i) an option grant to purchase shares of the Company’s common stock valued at $200,000, vesting ratably on a monthly basis over three years, effective as of, and with an exercise price equal to the closing price of the Company’s common stock on, the date the directorship commences; and (ii) RSRs valued at $200,000, vesting ratably on an annual basis over three years. Upon joining the Board, new directors are also granted a pro-rated annual grant (i.e., for the portion of year served prior to next annual stockholder meeting). All annual and sign-on option grants include a provision that provides that if such director ceases to be a director, vested options shall lapse (to the extent not exercised) on the earlier of: (i) seven years; or (ii) three years after the date the director ceases to be a director of the Company. Stock Ownership Guidelines. Non-employee directors’ stock ownership guidelines are based on the value of the Company’s common stock owned as a multiple of their annual retainers. The guidelines are reviewed annually and revised upward as appropriate to keep pace with competitive and good governance practices.

  188. Compensation Actually Paid and Adjusted EBITDA

    | Cryoport Inc | 97 | 2024 Proxy Statement |

  189. Compensation Actually Paid and Adjusted EBITDA

    | | Stock Ownership Multiple | | Non-employee Directors | 3x annual retainer |

  190. Compensation Actually Paid and Adjusted EBITDA

    Ownership levels are expected to be achieved within five years of the guideline being applicable. If a non-employee director fails to comply with the Guidelines, the Compensation Committee may require such non-employee director to retain 100% of the after-tax value of all vested equity awards earned under the Company’s director compensation program until the guideline is achieved. As of the Record Date, all non-employee directors were either in compliance with the guidelines or had additional time to achieve them. The following table sets forth the director compensation of the non-employee directors of the Company during the year ended December 31, 2023. Mr. Shelton, our President and Chief Executive Officer, does not receive compensation for his service on the Board of Directors.

  191. Compensation Actually Paid and Adjusted EBITDA

    | Name | Fees Earned Or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Linda Baddour | 70,000 | 162,505 | 162,500 | 395,005 | | Richard Berman | 115,000 | 162,505 | 162,500 | 440,005 | | Daniel Hancock | 70,000 | 162,505 | 162,500 | 395,005 | | Robert Hariri, M.D., Ph.D. | 94,000 | 162,505 | 162,500 | 419,005 | | Ramkumar Mandalam, Ph.D. | 80,000 | 162,505 | 162,500 | 405,005 | | Ram M. Jagannath(4) | 70,000 | — | — | 70,000 | | Edward Zecchini | 85,000 | 162,505 | 162,500 | 410,005 |

  192. Compensation Actually Paid and Adjusted EBITDA

    | (1) Fees earned or paid in cash as shown in this schedule represent payments and accruals for directors’ services earned during the year ended December 31, 2023. |

  193. Compensation Actually Paid and Adjusted EBITDA

    | (2) This column represents the aggregate grant date fair value of RSRs granted during the year ended December 31, 2023 calculated in accordance with FASB ASC Topic 718. As of December 31, 2023: Mr. Berman held 8,105 unvested RSRs; Dr. Hariri held 8,105 unvested RSRs; Dr. Mandalam held 8,105 unvested RSRs; Mr. Zecchini held 8,105 unvested RSRs; Mr. Hancock held 8,105 unvested RSRs and Ms. Baddour held 9,216 unvested RSRs. |

  194. Compensation Actually Paid and Adjusted EBITDA

    | (3) This column represents the aggregate grant date fair value of stock options granted during the year ended December 31, 2023 calculated in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For information on the valuation assumptions with respect to the grants made, refer to Note 2 “Summary of Significant Accounting Policies” in the consolidated financial statements included in the 2023 Annual Report. As of December 31, 2023: Mr. Berman held unexercised options to purchase 58,656 shares of the Company’s common stock; Dr. Hariri held unexercised options to purchase 224,522 shares of the Company’s common stock; Dr. Mandalam held unexercised options to purchase 282,024 shares of the Company’s common stock; Mr. Zecchini held unexercised options to purchase 249,522 shares of the Company’s common stock; Mr. Hancock held unexercised options to purchase 99,522 shares of the Company’s common stock and Ms. Baddour held unexercised option to purchase 41,872 shares of the Company’s common stock. |

  195. Compensation Actually Paid and Adjusted EBITDA

    | (4) Ram M. Jagannath waived his right to receive the equity compensation to which he was entitled as a director of the Company in connection with the annual grant described above for 2023. |

  196. Compensation Actually Paid and Adjusted EBITDA

    | Cryoport Inc | 98 | 2024 Proxy Statement |

  197. Compensation Actually Paid and Adjusted EBITDA

    | EQUITY COMPENSATION PLAN INFORMATION | The following table sets forth certain information as of December 31, 2023 concerning the Company’s common stock that may be issued upon the exercise of options or warrants or pursuant to purchases of stock under the Company’s equity compensation plans. |

  198. Compensation Actually Paid and Adjusted EBITDA

    | Plan Category | (a) Number of Securities to be Issued Upon the Exercise of Outstanding Options, Warrants and Rights | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | Equity compensation plans approved by stockholders | 7,811,491 | $14.30 | 873,468 | | Equity compensation plans not approved by stockholders(2) | 489,958 | $6.19 | N/A | | Total | 8,301,449 | $13.82 | 873,468 |

  199. Compensation Actually Paid and Adjusted EBITDA

    | (1) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and do not reflect the shares that will be issued upon the vesting of outstanding RSR awards, which have no exercise price. |

  200. Compensation Actually Paid and Adjusted EBITDA

    | (2) From November 5, 2012 through May 7, 2015, options were granted to employees outside of an option plan of which Mr. Shelton has 482,392 shares outstanding and Mr. Stefanovich has 7,566 shares outstanding at December 31, 2023. |

  201. Compensation Actually Paid and Adjusted EBITDA

    | Cryoport Inc | 99 | 2024 Proxy Statement |

  202. Compensation Actually Paid and Adjusted EBITDA

    | Certain Relationships and Related Transactions | |

  203. Compensation Actually Paid and Adjusted EBITDA

    Since January 1, 2023, the Company did not have any transactions to which it has been a participant that involved amounts that exceeded or will exceed $120,000 and in which any of the Company’s directors, executive officers or any other “related person” as defined in Item 404(a) of Regulation S-K had or will have a direct or indirect material interest, other than:

  204. Compensation Actually Paid and Adjusted EBITDA

    | • | In connection with the Company’s acquisition of the MVE cryobiological storage business of Chart Industries, Inc., on August 24, 2020, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Blackstone Freeze Parent L.P. (f/k/a BTO Freeze Parent L.P.) (“Blackstone Freeze Parent”), to issue and sell at closing (the “Private Placement”) for an aggregate purchase price of $275,000,000: (i) 250,000 shares of a newly designated Series C Preferred Stock at a price of $1,000 per share for $250,000,000, and (ii) 675,536 shares of the Company’s common stock for $25,000,000, and prior to the closing of the Private Placement, Blackstone Tactical Opportunities Fund - FD L.P. (“BTO FD” and together with Blackstone Freeze Parent, the “Purchasers”) assumed a portion of Blackstone Freeze Parent’s obligations thereunder. The Company paid the Purchasers $1,000,000 as reimbursement for transactional expenses incurred in connection with the Private Placement at the transaction closing date. |

  205. Compensation Actually Paid and Adjusted EBITDA

    | • | On February 5, 2021, the Purchasers converted an aggregate of 50,000 shares of Series C Preferred Stock, which resulted in the issuance of an aggregate of 1,312,860 shares of the Company’s common stock to the Purchasers. In connection with the conversion, the Company also agreed to waive its right under the certificate of designations of the Series C Preferred Stock to redeem up to 50,000 shares of the Series C Preferred Stock prior to the 180-day anniversary of October 1, 2020, the issue date of the Series C Preferred Stock. |

  206. Compensation Actually Paid and Adjusted EBITDA

    | • | Pursuant to the Securities Purchase Agreement, for so long as the Purchaser Parties hold 66.67% of the Series C Preferred Stock issued to them under the Securities Purchase Agreement, Blackstone Freeze Parent will have the right to nominate for election one member to the Board. Blackstone Freeze Parent has designated Ram M. Jagannath as its nominee, and Mr. Jagannath was appointed to the Board on October 1, 2020. |

  207. Compensation Actually Paid and Adjusted EBITDA

    | • | Holders of the Series C Preferred Stock are entitled to dividends at the rate of 4.0% per annum, paid-in-kind, accruing daily and paid quarterly in arrears when and if declared by the Board of Directors. Paid in-kind dividends paid to the Purchasers totaled $8.0 million for the year ended December 31, 2023. |

  208. Compensation Actually Paid and Adjusted EBITDA

    Additionally, for so long as Blackstone Freeze Parent has the right to nominate a director for election to the Board, the Purchasers have agreed to vote all of the shares of Series C Preferred Stock and shares of common stock issuable upon conversion of the Series C Preferred Stock purchased pursuant to the Private Placement or any other shares of common stock owned by the Purchasers (i) in favor of each director nominated or recommended by the Board for election at any such meeting, (ii) against any stockholder nomination for director that is not approved and

  209. Compensation Actually Paid and Adjusted EBITDA

    | Cryoport Inc | 100 | 2024 Proxy Statement |

  210. Compensation Actually Paid and Adjusted EBITDA

    | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |

  211. Compensation Actually Paid and Adjusted EBITDA

    recommended by the Board for election at any such meeting, (iii) in favor of the Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board or the Compensation Committee of the Board (or any successor committee, however denominated), (iv) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm and (v) amendments to organizational documents in a manner that does not have an adverse effect on the holders of Series C Preferred Stock to increase the authorized shares of capital stock. In connection with the Private Placement, the Company entered into a registration rights agreement with Blackstone Freeze Parent, which granted certain customary registration rights with respect to the Series C Preferred Stock, the common stock issuable upon conversion thereof and the common stock issued in the Private Placement. Pursuant to these rights, on December 15, 2020, the Company filed a Registration Statement on Form S-3 with the SEC to register for resale such securities. As of the Record Date, the Purchasers held (i) 453,396 shares of the Company’s common stock and (ii) 200,000 shares of Series C Preferred Stock, which were convertible into 5,945,621 shares of the Company’s common stock. For additional information regarding the Securities Purchase Agreement and the Series C Preferred Stock, see the Company’s Current Reports on Form 8-K filed with the SEC on August 25, 2020 and October 1, 2020. The Company has established policies and other procedures regarding approval of transactions between the Company and any employee, officer, director, and certain of their family members and other related persons, including those required to be reported under Item 404(a) of Regulation S-K. These policies and procedures are generally not in writing but are evidenced by long standing principles set forth in our Code of Conduct or adhered to by our Board. As set forth in the Audit Committee Charter, the Audit Committee reviews and approves all related-party transactions after reviewing such transaction for potential conflicts of interests and improprieties. Accordingly, all such related-party transactions are submitted to the Audit Committee for ongoing review and oversight. We enter into related-party transactions only on terms that we believe are at least as favorable to the Company as those that we could obtain from an unrelated third party.

  212. Compensation Actually Paid and Adjusted EBITDA

    | Cryoport Inc | 101 | 2024 Proxy Statement |

  213. Compensation Actually Paid and Adjusted EBITDA

    | Delinquent Section 16(a) Reports | |

  214. Compensation Actually Paid and Adjusted EBITDA

    Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s securities. Based solely on a review of such reports filed electronically with the SEC and related written representations from reporting persons, the Company believes that during 2023, all Section 16(a) filings applicable to its directors, officers, and 10% stockholders were filed on a timely basis, except for one Form 4 that was filed by Robert Hariri reporting one transaction.

  215. Compensation Actually Paid and Adjusted EBITDA

    | Cryoport Inc | 102 | 2024 Proxy Statement |

  216. Compensation Actually Paid and Adjusted EBITDA

    | Stockholder Proposals for Next Annual Meeting | |

  217. Compensation Actually Paid and Adjusted EBITDA

    For inclusion in the proxy statement and form of proxy relating to the 2025 Annual Meeting of Stockholders of the Company, a stockholder proposal intended for presentation at that meeting, submitted in accordance with the SEC’s Rule 14a-8 under the Exchange Act, must be received by the Secretary at the Company’s corporate headquarters at 112 Westwood Place, Suite 350, Brentwood, Tennessee 37027 on or before December 4, 2024. However, in the event that the Company holds its 2025 Annual Meeting of Stockholders more than 30 days before or 30 days after the one-year anniversary date of the 2024 Annual Meeting, the Company will disclose the new deadline by which stockholder proposals must be received under Item 5 of the Company’s earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. The Company’s Amended and Restated Bylaws further provide that a stockholder proposal relating to the nomination of a person for election as a director at the 2025 Annual Meeting or a stockholder proposal that is not submitted for inclusion in the proxy statement, but that a stockholder instead wishes to present directly at the 2025 Annual Meeting, must be submitted in writing and received by the Secretary at the Company’s corporate headquarters no earlier than January 17, 2025 and no later than February 16, 2025. Any notice received prior January 17, 2025 or later than February 16, 2025 is untimely. However, if the 2025 Annual Meeting is convened more than 60 days prior to or delayed by more than 30 days after the one-year anniversary of the 2024 Annual Meeting, notice by the stockholder of record to be timely must be so received no earlier than the close of business on the 120th day prior to the date of the 2025 Annual Meeting and not later than the close of business on the later of (i) the 90th day before the 2025 Annual Meeting or (ii) if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment, or postponement of an annual meeting for which notice has been given, commence a new time period for the giving of a notice by a stockholder of record. In addition to satisfying the deadlines in the advance notice provisions of the Company’s Amended and Restated Bylaws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b) under the Exchange Act to comply with the SEC’s universal proxy rules. Please refer to the advance notice provisions of the Company’s Amended and Restated Bylaws for additional information and requirements regarding stockholder nominations or other stockholder proposals. The Company will not consider any proposal or nomination that is not timely or otherwise does not meet Company’s Amended and Restated Bylaws’ and the SEC’s requirements for submitting a proposal or nomination, as applicable. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and any other applicable requirements.

  218. Compensation Actually Paid and Adjusted EBITDA

    | Cryoport Inc | 103 | 2024 Proxy Statement |

  219. Compensation Actually Paid and Adjusted EBITDA

    | Other Matters | |

  220. Compensation Actually Paid and Adjusted EBITDA

    Neither the Board nor the management knows of any other business to be presented at the Annual Meeting, but if other matters do properly come before the Annual Meeting, it is intended that the persons named on the proxy card will vote on those matters in accordance with their best judgment.

  221. Compensation Actually Paid and Adjusted EBITDA

    | Cryoport Inc | 104 | 2024 Proxy Statement |

  222. Compensation Actually Paid and Adjusted EBITDA

    | Appendix A | |

  223. Compensation Actually Paid and Adjusted EBITDA

    Cryoport, Inc.