DEF: Cryo-Cell Sets 2025 Annual Meeting Agenda

Sentiment:

Proxy Statement 26 September 2025 5:00 PM

📋All filings for Cryo Cell International INC

Cryo-Cell International, Inc. announced its 2025 Annual Meeting of Stockholders to be held on October 21, 2025, focusing on director elections, auditor ratification, and executive compensation.

Summary

Cryo-Cell International, Inc. will hold its 2025 Annual Meeting of Stockholders on October 21, 2025, at 11:00 a.m. local time in Oldsmar, Florida.
Stockholders will vote on the election of four directors: David I. Portnoy, Mark L. Portnoy, Harold D. Berger, and Daniel Mizrahi.
The appointment of Wipfli LLP as the independent registered public accountants for the fiscal year ending November 30, 2025, will be proposed for ratification.
A non-binding advisory resolution regarding the compensation of the company's named executive officers will be presented for stockholder approval.
As of the record date, September 15, 2025, there were 8,062,159 shares of common stock outstanding.
Total fees paid to Wipfli LLP for professional services increased from $335,841 in fiscal year 2023 to $361,387 in fiscal year 2024.
Named executive officers' total compensation for fiscal year 2024 included David Portnoy at $1,884,353, Mark Portnoy at $1,211,713, Jill Taymans at $322,931, and Oleg Mikulinsky at $430,950.
Non-employee directors Harold Berger and Daniel Mizrahi each received $68,915 in total compensation for fiscal year 2024, comprising a $50,000 cash retainer and $18,915 in option awards.

Sentiment

Score: 6

Explanation: The filing is a routine proxy statement, providing necessary governance and compensation disclosures. It contains no new operational or financial news. The sentiment is neutral to slightly positive due to adherence to governance standards and active board oversight, but tempered by potential concerns regarding related party transactions and executive compensation levels relative to company size/performance (which is not detailed in this filing).

Positives

The company maintains a structured corporate governance framework with independent directors on its Audit and Compensation Committees.
Harold Berger, an Audit Committee member, is designated as an Audit Committee financial expert, enhancing financial oversight.
The board of directors and its committees actively oversee management of company risks, including financial position, liquidity, operations, executive compensation, and potential conflicts of interest.
Executive compensation policies are designed to align management's long-term interests with shareholders, reward performance, and attract/retain qualified executives.
All current directors attended at least 75% of board and committee meetings during the fiscal year ended November 30, 2024, indicating active engagement.

Negatives

The Co-Chief Executive Officers, David Portnoy and Mark Portnoy, are brothers, which could raise questions about board independence and potential conflicts of interest, despite the presence of independent directors.
Harold Berger, the Audit Committee Chairman, provides accounting services to Co-CEO Mark Portnoy, which is a disclosed related party transaction and could be perceived as a potential conflict of interest, even if reviewed by the Audit Committee.
The Nominating Committee does not have a formal charter, which could be seen as a governance weakness compared to best practices.
Executive compensation for the Co-CEOs includes significant cash bonuses and stock options, with David Portnoy's total compensation increasing from $1,286,757 in 2022 to $1,884,353 in 2024, and Mark Portnoy's from $858,656 to $1,211,713 over the same period, which may warrant scrutiny depending on company performance.
Some stock options for executives have vesting conditions tied to the company's stock price reaching specific thresholds (e.g., $8.00 or $25.00 per share), which could incentivize short-term price increases over long-term sustainable growth.

Risks

Related Party Transactions: The relationship between the Co-CEOs (brothers) and the Audit Committee Chairman providing accounting services to a Co-CEO could pose risks related to perceived or actual conflicts of interest and impact independent oversight.
Executive Compensation Structure: The significant portion of executive compensation tied to subjective bonuses and stock options with specific price targets could incentivize risk-taking behavior or short-term focus.
Corporate Governance Gaps: The absence of a formal charter for the Nominating Committee might lead to less formalized or transparent director nomination processes.
Stockholder Influence: The non-binding nature of the advisory vote on executive compensation means the Board is not obligated to act on stockholder feedback, potentially limiting stockholder influence on compensation decisions.
Quorum and Voting: Broker non-votes and abstentions will have no effect on the outcome of votes for Proposals 1, 3, and 4, potentially reducing the impact of non-participating shares on these non-routine matters.

Future Outlook

The filing primarily focuses on past fiscal year performance for compensation and upcoming governance matters. It does not provide explicit forward-looking statements or guidance on future operational or financial performance beyond the vesting schedules of stock options and the term of employment agreements.

Management Comments

Our executive compensation policies are designed to provide competitive levels of compensation that integrate pay with our annual objectives and long-term goals, align the long-term interests of management with those of our shareholders, reward for achieving performance objectives, recognize individual initiative and achievements, and assist us in attracting and retaining highly qualified and experienced executives.
The Board does not believe that any nominee will be unable to serve.
It is important that your shares be represented at the Annual Meeting, regardless of the number of shares you hold or whether you plan to attend the Annual Meeting in person.

Industry Context

This proxy statement reflects standard corporate governance practices for a publicly traded company in the U.S., including the election of directors, ratification of auditors, and an advisory vote on executive compensation, as mandated by SEC regulations like the Dodd-Frank Act. The compensation structure, particularly the use of stock options with performance-based vesting, is common across various industries to align management incentives with shareholder value. The disclosure of related party transactions, such as the Co-CEOs being brothers and the Audit Committee Chairman providing services to a Co-CEO, highlights areas of scrutiny for corporate governance across all sectors, emphasizing the importance of independent oversight.

Comparison to Industry Standards

The company's board size of four directors is relatively small compared to the average for publicly traded companies, which often range from 7 to 12 directors, potentially concentrating power.
The board's composition includes two independent directors (Harold Berger and Daniel Mizrahi) out of four, which meets minimum independence requirements for certain committees but could be considered less robust than boards with a majority or supermajority of independent directors, a common best practice.
The presence of an Audit Committee financial expert (Harold Berger) aligns with SEC requirements and good governance standards.
The disclosure of related party transactions, such as the Co-CEOs being brothers and the Audit Committee Chairman providing accounting services to a Co-CEO, while disclosed, might be viewed critically by governance advocates who prefer stricter separation to avoid potential conflicts of interest, even if deemed immaterial by the Audit Committee.
Executive compensation levels, particularly for the Co-CEOs, appear substantial, with David Portnoy's total compensation reaching $1.88 million and Mark Portnoy's $1.21 million in 2024. A detailed comparison would require benchmarking against companies of similar market capitalization, revenue, and industry within the biotechnology or healthcare services sector to assess if these levels are competitive and justified by performance.
The use of stock options with vesting conditions tied to specific stock price thresholds (e.g., $8.00 or $25.00) is a common incentive mechanism, but the specific thresholds and their relation to the company's historical stock performance and growth potential would need further analysis to determine if they are appropriately challenging and aligned with long-term shareholder value creation.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board of Directors is currently set at four members, with all four nominees (David I. Portnoy, Mark L. Portnoy, Harold D. Berger, Daniel Mizrahi) being current directors proposed for re-election.	2025-10-21	Maintains current board structure and continuity of leadership. The small board size may concentrate decision-making.
Committee Structure	The Audit, Compensation, and Governance Committees are comprised entirely of non-employee, independent members (Harold Berger and Daniel Mizrahi). Harold Berger chairs the Audit and Governance Committees, while Daniel Mizrahi chairs the Compensation Committee.	N/A	Ensures independent oversight for critical functions like financial reporting, executive compensation, and board effectiveness, aligning with good governance practices.
Nominating Committee Charter	The Nominating Committee does not have a formal charter.	N/A	This absence could be perceived as a governance weakness, potentially leading to less transparent or formalized director nomination procedures compared to best practices.
Board Leadership Structure	David Portnoy serves as both Chairman of the Board and Co-Chief Executive Officer, alongside his brother Mark Portnoy as Co-Chief Executive Officer.	N/A	Combines the roles of Chairman and CEO, which some governance experts view as potentially reducing independent board oversight, especially given the related party relationship between the Co-CEOs.
Stockholder Communication Policy	Established means for stockholders to communicate concerns regarding financial statements (to Audit Committee) or governance/ethics (to Chairman of the Board) via the Corporate Secretary.	N/A	Provides formal channels for stockholder engagement and feedback on critical company matters.

Related Party Transactions

David Portnoy, Chairman and Co-Chief Executive Officer, is the brother of Mark Portnoy, Co-Chief Executive Officer.
Harold Berger, Chairman of the Audit Committee, provides accounting services to Mark Portnoy, Co-Chief Executive Officer.

Stakeholder Impact

Shareholders: Will have the opportunity to vote on key governance matters including director elections, auditor ratification, and executive compensation. The non-binding nature of the executive compensation vote means their direct influence is advisory.
Employees: Executive compensation details and employment agreements provide insight into leadership's incentives and severance packages. The company's compensation philosophy aims to attract and retain qualified executives and key personnel.
Management: The compensation structure, including base salary, cash bonuses, and stock options, directly impacts the financial incentives and retention of named executive officers. Employment agreements define terms of service and severance.
Auditors (Wipfli LLP): Their appointment for fiscal year 2025 is subject to stockholder ratification, and their fees for audit and tax services are disclosed, impacting their relationship and compensation from the company.

Next Steps

Stockholders are urged to vote on the election of directors, ratification of auditors, and the advisory resolution on executive compensation by October 20, 2025 (electronically) or by mail.
The Annual Meeting of Stockholders will be held on October 21, 2025.
The Board of Directors will consider the outcome of the non-binding advisory vote on executive compensation when making future compensation decisions.
Stockholders wishing to submit proposals for the 2026 Annual Meeting must adhere to specific deadlines: May 29, 2026, for inclusion in the proxy statement (under SEC Rule 14a-8), and between June 28, 2026, and July 27, 2026, for other business or director nominations under company bylaws.

Key Dates

Date	Description
1984-01-01	David Portnoy graduated Magna Cum Laude from The Wharton School of Finance at the University of Pennsylvania.
1985-12-01	Mark Portnoy graduated Phi Beta Kappa from the University of North Carolina at Chapel Hill.
1986-03-01	Mark Portnoy began employment at Donaldson, Lufkin & Jenrette Securities Corp.
1987-12-01	Harold Berger graduated from the University of Texas at Austin with a masters degree in Professional Accounting.
1991-01-01	Jill Taymans graduated from the University of Maryland with a BS in Accounting.
1995-01-01	Mark Portnoy began employment at Strome, Susskind Investments.
1997-04-01	Jill Taymans joined Cryo-Cell International, Inc. as Controller.
1998-05-01	Jill Taymans was appointed Chief Financial Officer of Cryo-Cell International, Inc.
2001-04-13	Adam Fleishman Trust dated April 13, 2001 established.
2002-01-01	David Portnoy and Mark Portnoy began serving on the board of directors of Partner-Community, Inc.
2003-01-01	Daniel Mizrahi served as Property Manager for Maayan, LLC.
2005-01-01	Harold Berger established his own accounting firm.
2005-11-01	Cryo-Cell International, Inc. entered into a one-year employment agreement with Jill M. Taymans.
2007-01-01	Mark Portnoy began serving on the boards of directors of uTIPu Inc.
2007-01-01	Oleg Mikulinsky served as Chief Technology Officer of Partner-Community, Inc. and uTIPu Inc.
2008-01-01	Daniel Mizrahi was the Director of Purchasing for Cohesa, S.A. Toolcraft.
2008-07-01	Taymans Employment Agreement amended.
2011-08-01	David I. Portnoy and Mark L. Portnoy began serving as Chairman of the Board and Co-Chief Executive Officer, and Co-Chief Executive Officer, respectively.
2011-08-01	Harold D. Berger began serving as a director.
2012-01-01	Daniel Mizrahi began serving as CEO of Power Tech, S.A.
2012-03-01	Oleg Mikulinsky began serving as Cryo-Cell's Chief Information Officer.
2015-01-05	Schedule 13G filed by Adam Fleishman as trustee of Adam Fleishman Trust April 13, 2001.
2016-06-02	Jill Taymans granted 7,500 stock options.
2018-05-21	Oleg Mikulinsky granted 8,000 stock options.
2018-12-11	Current Report on Form 8-K filed with the SEC, including amended Company Bylaws as Exhibit 3.1.
2019-08-30	David Portnoy granted 26,243 stock options; Mark Portnoy granted 22,222 stock options.
2019-09-04	Oleg Mikulinsky granted 4,444 stock options.
2019-12-20	David Portnoy granted 23,636 stock options; Mark Portnoy granted 20,000 stock options.
2020-02-27	Oleg Mikulinsky granted 1,333 stock options.
2020-09-01	Mark Portnoy's previous term as director ended.
2020-09-23	Jill Taymans granted 7,000 stock options; Oleg Mikulinsky granted 10,000 stock options.
2021-02-23	Patent and Technology License Agreement with Duke University became effective, resulting in 409,734 shares issued to Duke University.
2021-08-01	Cryo-Cell International, Inc. entered into a new two-year employment agreement with Oleg Mikulinsky.
2021-09-01	Daniel Mizrahi began serving as a director.
2022-04-08	David Portnoy granted 280,000 stock options; Mark Portnoy granted 100,000 stock options; Oleg Mikulinsky granted 20,000 stock options.
2022-12-01	New two-year employment agreements for David Portnoy and Mark Portnoy became effective.
2022-12-22	David Portnoy granted 50,000 stock options; Mark Portnoy granted 25,000 stock options.
2023-01-03	David Portnoy granted 50,000 stock options; Mark Portnoy granted 25,000 stock options; Oleg Mikulinsky granted 10,000 stock options.
2023-01-13	Jill Taymans granted 20,000 stock options.
2023-12-22	David Portnoy granted 50,000 stock options; Mark Portnoy granted 25,000 stock options; Jill Taymans granted 10,000 stock options; Oleg Mikulinsky granted 10,000 stock options.
2024-11-30	End of fiscal year for which financial statements and auditor fees are reported.
2025-09-15	Record date for stockholders entitled to vote at the Annual Meeting.
2025-09-26	Proxy Statement and Notice of Annual Meeting of Stockholders provided to stockholders.
2025-10-20	Deadline for electronic proxy votes (7:00 p.m., Eastern Time).
2025-10-21	Date of the 2025 Annual Meeting of Stockholders.
2026-01-21	Vesting date for one-third of stock options granted to Co-CEOs and CIO in fiscal 2024.
2026-05-29	Deadline for stockholder proposals to be included in the 2026 proxy statement under SEC Rule 14a-8.
2026-06-28	Earliest date for stockholder notice of director nominations for 2026 Annual Meeting (90 days before first anniversary of 2025 mailing date).
2026-07-27	Latest date for stockholder notice of director nominations for 2026 Annual Meeting (60 days before first anniversary of 2025 mailing date).
2026-11-30	End of current term for Jill Taymans' employment agreement.
2027-01-21	Vesting date for final one-third of stock options granted to Co-CEOs and CIO in fiscal 2024.
2027-09-23	Expiration date for Jill Taymans' 7,000 stock options and Oleg Mikulinsky's 10,000 stock options, both granted on September 23, 2020.
2027-12-23	Expiration date for David Portnoy's 50,000 stock options and Mark Portnoy's 25,000 stock options, both granted on December 23, 2022.
2028-01-03	Expiration date for David Portnoy's 50,000 stock options, Mark Portnoy's 25,000 stock options, and Oleg Mikulinsky's 10,000 stock options, all granted on January 3, 2023.
2028-01-13	Expiration date for Jill Taymans' 20,000 stock options granted on January 13, 2023.
2028-05-21	Expiration date for Oleg Mikulinsky's 8,000 stock options granted on May 21, 2018.
2028-12-22	Expiration date for David Portnoy's 280,000 stock options, Mark Portnoy's 100,000 stock options, and Oleg Mikulinsky's 20,000 stock options, all granted on April 8, 2022.
2028-12-22	Expiration date for David Portnoy's 50,000 stock options, Mark Portnoy's 25,000 stock options, Jill Taymans' 10,000 stock options, and Oleg Mikulinsky's 10,000 stock options, all granted on December 22, 2023.
2029-08-30	Expiration date for David Portnoy's 26,243 stock options and Mark Portnoy's 22,222 stock options, both granted on August 30, 2019.
2029-09-04	Expiration date for Oleg Mikulinsky's 4,444 stock options granted on September 4, 2019.
2029-12-20	Expiration date for David Portnoy's 23,636 stock options and Mark Portnoy's 20,000 stock options, both granted on December 20, 2019.
2030-02-27	Expiration date for Oleg Mikulinsky's 1,333 stock options granted on February 27, 2020.

Recommendation

hold

This filing is a routine proxy statement, not an announcement of financial results, strategic changes, or significant operational news. It provides transparency on corporate governance, executive compensation, and director elections. While there are some governance aspects that could be improved (e.g., Nominating Committee charter, combined Chairman/Co-CEO roles with related parties), there are no immediate red flags or overwhelmingly positive catalysts that would warrant a 'buy' or 'sell' recommendation based solely on this document. The information is primarily for compliance and annual meeting preparation, suggesting a 'hold' as it doesn't alter the fundamental investment thesis.

Keywords

Cryo-Cell International, SEC Filing, Proxy Statement, DEF 14A, Annual Meeting, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Stockholder Vote, Board of Directors, Audit Committee, Compensation Committee, Risk Management, Beneficial Ownership, Wipfli LLP, David Portnoy, Mark Portnoy, Jill Taymans, Oleg Mikulinsky, Stock Options, Related Party Transactions

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