CHAMPIONS ONCOLOGY, INC.
For the period ended Aug 27, 2026. Filed Aug 28, 2026.
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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, 2026 · Filed Aug 28, 2026
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.
| Year | Summary Compen-sation Table Total for previous PEO(1) | Compen-sation Actually Paid to previous PEO (2) (a) | Summary Compen-sation Table Total for current PEO(3) | Compen-sation Actually Paid to current PEO (2) (b) | Average Summary Compen-sation Table Total for Non-PEO NEOs(4) | Average Compen-sation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment based on TSR(6) | Net Income (Loss) (000s) (7) |
|---|---|---|---|---|---|---|---|---|
| 2026 | $233,333 | $233,333 | $3,567,022 | $2,637,154 | $388,464 | $388,343 | $121.14 | $(1,175) |
| 2025 | $600,000 | $600,000 | $— | $— | $243,930 | $215,745 | $145.33 | $4,701 |
| 2024 | $400,000 | $400,000 | $— | $— | $803,105 | $601,705 | $98.58 | $(7,276) |
(1)For 2024 and 2025, the PEO was the Chief Executive Officer (CEO), Ronnie Morris. For 2026, the Company experienced a PEO and CEO transition with Dr. Morris serving as PEO and CEO for a portion of the year and Mr. Brainin serving as PEO and CEO for the remainder of the year. The values reflected in this column reflect the "Total Compensation" paid to Dr. Morris as set forth in the Summary of Compensation Table.
(2)The dollar amounts reported in these columns represent the amount of "compensation actually paid" to our Principal Executive Officers (PEOs), 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 our PEOs during the applicable year. As noted, for 2026, the Company experienced a PEO transition, with Dr. Morris serving as PEO for a portion of the year and Mr. Brainin serving as PEO for the remainder of the year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments listed in the reconciliation table below were made to determine the "compensation actually paid" amounts reported for each PEO.
(a) This column represents "compensation actually paid" to Dr. Morris. As Dr. Morris was not awarded equity compensation and held no outstanding unvested equity awards during the periods reported herein, no equity value adjustments were required for his calculation, and his total compensation from the Summary Compensation Table equals his Compensation Actually Paid.
(b) This column represents "compensation actually paid" to Mr. Brainin as demonstrated in the reconciliation table below and in accordance with the requirements of Item 402(v) of Regulation S-K.
(3)For a portion of 2026, the PEO was Chief Executive Officer, Mr. Robert Brainin. The values reflected in this column reflect the "Total Compensation" paid to Mr. Brainin as set forth in the Summary of Compensation Table.
| Reconciliation of Summary Compensation Table Totals for PEOs to Compensation Actually Paid to PEOs | 2026 previous PEO | 2026 current PEO | 2025 | 2024 |
|---|---|---|---|---|
| Summary of Compensation | $233,333 | $3,567,022 | $600,000 | $400,000 |
| Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $— | $(3,220,868) | $— | $— |
| 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 | $— | $2,291,000 | $— | $— |
| 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 | $— | $— | $— | $— |
| 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 | $— | $— | $— | $— |
| 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 | $— | $— | $— | |
| Compensation Actually Paid | $233,333 | $2,637,154 | $600,000 | $400,000 |
(4)For 2026, the sole non-PEO NEO was David Miller. For 2024 and 2025, 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.
(5)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 NEOs | 2026 | 2025 | 2024 |
|---|---|---|---|
| Average Summary of Compensation | $388,464 | $243,930 | $803,105 |
| Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $(48,450) | $(7,440) | $(846,210) |
| 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 | $48,000 | $6,075 | $629,395 |
| Plus: Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date | $— | $6,075 | $— |
| 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 | $— | $1,325 | $920 |
| 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 | $329 | $(34,220) | $14,495 |
| 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 | $388,343 | $215,745 | $601,705 |
(6)Total Shareholder 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.
(7)The dollar amounts reported represent the amount of net income (loss), in thousands, as 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:
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.