Cryoport Inc

This management-sponsored, non-binding advisory proposal asks stockholders to approve the Company’s disclosed executive compensation program for the named executive officers (the “say-on-pay” vote). Management seeks this approval to validate its pay philosophy and incentive structure—combining base salary, annual cash incentives tied to revenue and Adjusted EBITDA, and long-term equity awards (largely performance-priced options and restricted stock rights)—that it says aligns executive incentives with stockholder value and long-term performance. The proxy explains that a significant portion of both short- and long-term pay is at-risk, with stock options priced at a 10% premium to grant-date market price and annual bonuses capped at 150% of target, and that the Compensation Committee uses an independent consultant and peer benchmarking. The Board notes that the advisory vote is intended to inform future compensation decisions and that the Board and Compensation Committee will consider the outcome when setting pay. The company also highlights governance safeguards—such as clawback policy, stock ownership guidelines, limitations on repricing, and the Compensation Committee’s independence—to support the program. Because the vote is advisory, it will not be binding, but management frames a favorable vote as reaffirmation of its strategy to attract and retain talent while linking pay to measurable financial metrics and stock performance. The Board’s recommendation to vote FOR is grounded in its view that the program is competitive, performance-oriented, and structured with governance protections and independent oversight. In context, the company received strong shareholder support on say-on-pay in 2025 (approx. 95% in favor), and management emphasizes its responsiveness to shareholder feedback in designing compensation. The recommendation thus reflects both the Committee’s assessment of pay-for-performance alignment and the desire to maintain retention and incentive tools necessary for execution of Cryoport’s growth strategy.

This management proposal requests stockholder approval of the Fourth Amendment to Cryoport’s 2018 Omnibus Equity Incentive Plan to add 4,275,000 shares to the plan, extend the plan’s term to the tenth anniversary of the Annual Meeting date, and eliminate the plan’s liberal share recycling provisions. Management explains the increase is intended to ensure the Company has sufficient shares to continue granting competitive equity awards used to attract, retain and motivate employees and executives; the Company reported only 2,437,831 shares remaining under the plan as of December 31, 2025 and expects depletion by year-end 2026 absent approval. The filing discloses the expected dilution impact: current outstanding awards plus available shares represent a 15.6% overhang, and approval would increase the total fully-diluted overhang to 13,495,469 shares, or approximately 21.3% of fully-diluted shares outstanding. The Board and Compensation Committee relied on an independent compensation consultant and peer benchmarking to set the request size and emphasize disciplined historical usage, a preference for premium-priced options (exercise price 10% above grant price) and other practices designed to limit dilution. The amendment also removes liberal recycling (so shares used to satisfy exercise prices or tax withholding generally are not added back), which clarifies share counting and increases transparency for stockholders. The Board recommends a vote FOR on the basis that the added share reserve will support the Company’s hiring and retention needs for the next two to three years while preserving governance safeguards (annual and per-person limits, independent administration, anti-repricing protections) and that, if approved, the Company intends to register the additional shares on Form S-8. The proposal raises standard tradeoffs for investors—additional potential dilution versus management’s argument that equity grants are essential to execute growth strategy and align employee incentives with stockholder returns.