Watch for the say-on-pay vote result—low approval (<70%) would signal investor discontent with compensation amid a net loss. The activist Camac Partners (6.83% holder) may use the meeting to pressure for board or strategic changes, given the governance structure with brother Co-CEOs and a combined insider ownership of ~40%.
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Executive Summary
Cryo-Cell International filed its definitive proxy statement for the 2026 Annual Meeting, proposing the election of four incumbent directors (including brothers David and Mark Portnoy as Co-CEOs), ratification of Wipfli LLP as auditor, and an advisory say-on-pay vote. The company reported a net loss of $2.4 million for fiscal 2025, a sharp reversal from net income of $0.4 million in fiscal 2024, while total shareholder return fell from $204.28 to $107.78 on a $100 investment. The Portnoy brothers control 36.6% of shares, and activist Camac Partners LLC holds a 6.83% stake, creating potential for governance tension at the meeting.
Key Facts
- Annual Meeting scheduled for October 27, 2026; record date September 21, 2026
- Four incumbent directors nominated: David Portnoy, Mark Portnoy, Harold Berger, Daniel Mizrahi
- David Portnoy total compensation for FY2025: $1,618,516 (salary $741,116 + bonus $750,000 + option awards $127,400)
- Mark Portnoy total compensation for FY2025: $1,085,418 (salary $571,718 + bonus $450,000 + option awards $63,700)
- Net loss of $2.4 million in FY2025 vs net income of $0.4 million in FY2024
- Total shareholder return fell from $204.28 (FY2024) to $107.78 (FY2025) on a $100 investment
- Compensation Actually Paid to David Portnoy was $701,943 in FY2025, down from $2,271,885 in FY2024
- Compensation Actually Paid to Mark Portnoy was $762,818 in FY2025, down from $1,316,074 in FY2024
- Camac Partners LLC holds 6.83% stake (551,081 shares) per Schedule 13D filed July 7, 2026
- Portnoy brothers collectively own 36.62% of outstanding shares (David 23.48%, Mark 13.14%)
- Audit fees paid to Wipfli LLP: $302,636 (FY2025) vs $285,387 (FY2024)
- No shareholder proposals on the ballot; no contested director election
- Related party transactions: David Portnoy and Mark Portnoy are brothers; Audit Committee Chairman Harold Berger provides accounting services to Mark Portnoy
Financial Impact
Net loss of $2.4 million in FY2025 vs net income of $0.4 million in FY2024; TSR fell from $204.28 to $107.78
Risk Factors
- Activist Camac Partners may escalate demands or launch a proxy contest after the meeting
- Compensation remains high despite net loss and declining TSR, risking shareholder dissent
- Related party transactions (brother Co-CEOs, auditor providing personal accounting to CEO) raise governance concerns
- No lead independent director and combined Chairman/CEO role concentrate power
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001193125-26-420608 |
| Document: 0001193125-26-420608-index-headers.html | 0001193125-26-420608 |
| Document: 0001193125-26-420608-index.html | 0001193125-26-420608 |
| Document: 0001193125-26-420608.txt | 0001193125-26-420608 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 13d ago | DEF 14A | $4.15 $4.68 | ▼ −12.77% | ▼ −12.31% | $5.01 (−20.72%) |
May 8, 2026 24w ago | 8-K | $3.52 $3.55 | ▲ +0.85% | ▲ +0.94% | $5.01 (+42.33%) |
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