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CHAMPIONS ONCOLOGY INC

For the period ended Aug 27, 2024. Filed Aug 27, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 27, 2024 · Filed Aug 27, 2024

CSBR$4.79+0.6%Stored close · as of Nov 6, 2026
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Contents

Pay versus Performance

Pursuant to 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 regarding “compensation actually paid”, as defined in Item 402(v). In accordance with SEC rules, the “compensation actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the Summary of Compensation Table as described in the footnotes to the following table.

In accordance with the transitional relief under the SEC rules for smaller reporting companies, only three years of information is required as this is the Company’s first year of disclosure under Item 402(v) of Regulation S-K.

YearSummary Compensation Table Total for PEO(1)Compensation Actually Paid to PEO (2) (a)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 TSR(5)Net Income (Loss) (6)
2024$400,000$400,000$803,105$601,705$(101.42)$(7,276,000)
2023$600,000$600,000$294,303$220,716$(135.94)$(5,335,000)
2022$800,000$800,000$321,538$250,438$(128.43)$548,000

(1) For each year shown, the PEO was the Chief Executive Officer, Ronnie Morris. The values reflected in this column reflect the "Total Compensation" paid to Mr. Morris, the Company’s Principal Executive Officer, as set forth in the Summary of Compensation Table.

(2) The dollar amounts reported in this column represent the amount of "compensation actually paid" to Mr. Morris, 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. Morris during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the "compensation actually paid" amounts reported above for Mr. Morris:

(a) Mr. Morris was not awarded equity compensation during the years reported herein. A reconciliation table from the Summary of Compensation table to Total Compensation actually paid is not applicable for the Company's PEO, Mr. Morris, for the periods reported.

(3) For 2023 and 2022, the sole non-PEO NEO was David Miller. For 2024, the non-PEO NEOs were David Miller and Brady Davis. The values reflected in this column reflect the average "Total Compensation" paid to each of the non-PEO NEOs in the applicable year, as set forth in the Summary of Compensation Table for the applicable year.

(4) The dollar amounts reported in this column represent the average amount of "compensation actually paid” to the non-PEO NEOs, as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to such persons 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 non-PEO NEOs as a group for each year to determine the compensation actually paid:

Reconciliation of Average Summary Compensation Table Totals for Non-PEO NEOs to Average Compensation Actually Paid to Non-PEO NEOs202420232022
Average Summary of Compensation$803,105$294,303$321,538
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year$(846,210)$(9,300)$(45,000)
Plus: Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End$629,395$7,375$45,500
Plus: Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date$—$—$—
Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that were Outstanding and Unvested as of the Applicable Fiscal Year End, Determined Based on the Change in ASC 718 Fair Value from Prior Fiscal year End to the Applicable Fiscal Year End$920$(71,600)$(66,600)
Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that Vested During the Applicable Fiscal year, Determined based on the Change in ASC 718 Fair Value from the Prior Fiscal Year End to the Vesting Date$14,495$(63)$(5,000)
Less: ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End$—$—$—
Plus: Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date$—$—$—
Plus: Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year$—$—$—
Average Compensation Actually Paid$601,705$220,715$250,438

(5) Total Share Return ("TSR") is calculated by dividing the sum of the 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. The Company has never paid dividends.

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

Analysis of the Information Presented in the Pay versus Performance Table

The Company’s executive compensation program reflects a variable pay-for-performance philosophy. 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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.