CHAMPIONS ONCOLOGY, INC.
For the period ended Aug 27, 2026. Filed Aug 28, 2026.
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Aug 27, 2026 · Filed Aug 28, 2026
Contents
Board Committees
The Company's Board of Directors has the following committees, each of which meets at scheduled times:
Audit Committee. The Audit Committee is appointed by the Company's Board of Directors to assist the Company's Board in its duty to oversee the Company’s accounting, financial reporting and internal control functions and the audit of the Company’s financial statements. The role of the Audit Committee is to oversee management in the performance of its responsibility for the integrity of the Company’s accounting and financial reporting and its systems of internal controls, the performance and qualifications of the Company’s independent auditor, including the independent auditor’s independence, the performance of the Company’s internal audit function, and the Company’s compliance with legal and regulatory requirements.
The Audit Committee, by way of Board delegation, retains oversight of the Company’s cybersecurity risks. The senior leadership team, including our Chief Financial Officer and Chief Executive Officer, provides periodic reports to our Board, as applicable. Our Vice President of Technology is responsible for leading the assessment and management of cybersecurity threats and periodically updating the Audit Committee as needed.
To date, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
The current members of the Audit Committee are: Scott Tobin, who is serving as Chairperson, Joel Ackerman, and Daniel Mendelson, each of whom is independent under the Nasdaq Rules. The Company's Board of Directors has reviewed whether our Audit Committee members meet the heightened independence standards of Rule 10A-3 of the Securities Exchange Act and the Nasdaq Rules, and concluded that each member meets such requirements. The Company's Board of Directors has also examined the SEC’s definition of “audit committee financial expert” and determined that Mr. Tobin satisfies this definition. Accordingly, Mr. Tobin has been designated by the Company's Board of Directors as the Company’s audit committee financial expert. The Audit Committee met four times during the fiscal year ended April 30, 2026.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for developing and implementing policies and procedures that are intended to assure that the Company's Board of Directors will be appropriately constituted and organized to meet its fiduciary obligations to the Company and the stockholders on an ongoing basis. The Nominating and Corporate Governance Committee makes recommendations to the Company's Board of Directors regarding matters and practices concerning the Company's Board, its committees and individual directors; evaluates the current composition and governance structure of the Company's Board and determines its future requirements; makes recommendations concerning the qualifications, compensation and retirement age of directors; recommends nominees for election to the Company's Board and establishes and administers a Board evaluation process; makes recommendations to the Company's Board about the appointment of directors to the Board Committees and the selection of the Chairpersons of the Board Committees; and reviews timely nominations by stockholders for the election of directors and ensures that such stockholders are advised of any action taken by the Company's Board with respect thereto.
The Nominating and Corporate Governance Committee is comprised solely of directors who are independent under the Nasdaq Rules. The current members of the Nominating and Corporate Governance Committee are: Daniel Mendelson and Joel Ackerman, each of whom is independent under the Nasdaq Rules. The Nominating and Corporate Governance Committee did not hold any separate formal meetings during the fiscal year ended April 30, 2026. During the fiscal year, matters within the purview of the Nominating and Corporate Governance Committee were considered and addressed by the full Board of Directors at meetings at which the applicable members of the Nominating and Corporate Governance Committee were present.
The policy of the Company's Board of Directors is to encourage the selection of directors who will contribute to our company. The Nominating and Corporate Governance Committee considers recommendations from stockholders, as well as other people, as it deems appropriate. Stockholders wishing to nominate a director candidate must comply with certain procedures. We explain the procedures for nominating a director candidate at next year’s annual meeting in “Other Matters.”
Compensation Committee. The Compensation Committee is charged with reviewing and determining the compensation of the Chief Executive Officer and the other executive officers of the Company. The Compensation Committee, among other things, reviews all forms of compensation for senior management of the Company, including the form and amount of current salary, deferred salary, cash and non-cash benefits and all compensation plans of the Company; approves base salary amounts, incentive and bonus compensation amounts and individual stock and/or option grants and awards for all corporate officers at or above the Vice President level (including the Chief Executive Officer) and all other reporting officers of the Company; has administered the Company’s Equity Incentive Plans; prepares and approves reports to stockholders on compensation matters required by the SEC and other government bodies; performs an annual performance appraisal for the Chief Executive Officer and other senior managers designated by the Board; and establishes levels of director compensation.
The current members of the Compensation Committee are: Scott Tobin and Daniel Mendelson, each of whom is independent under the Nasdaq Rules. The Compensation Committee did not hold any separate formal meetings during the fiscal year ended April 30, 2026. During the fiscal year, matters within the purview of the Compensation Committee were considered and addressed by the full Board of Directors at meetings at which the applicable members of the Compensation Committee were present.
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