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Insight Molecular Diagnostics Inc.

For the period ended May 14, 2025. Filed May 14, 2025.

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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.

May 14, 2025 · Filed May 14, 2025

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Contents

Summary Compensation Table

The following table shows compensation awarded to, paid to or earned by, (1) the Company’s principal executive officer, (2) the Company’s most highly compensated executive officer other than the principal executive officer and (3) up to two individuals who would have qualified as one of the Company’s two most highly compensated executive officers other than the principal executive officer but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year; during the fiscal years ended December 31, 2024 and 2023 (collectively, the “Named Executive Officers”).

Name and Principal Position · Year · Salary · Bonus · Stock Awards(1) · Option Awards(1) · All Other Compensation(2) · Total
Joshua Riggs2024$385,018$166,400$-$209,709(4)$24,950$786,077
President and Chief Executive Officer(3)2023$339,846$117,000(5)$-$220,284(6)$47,780$724,910
Andrea James2024$175,165$72,800$173,000(8)$330,000(9)$7,898$758,863
Chief Financial Officer(7)2023$-$-$-$-$-$-
James Liu2024$204,457$63,900$-$23,301(10)$12,270$303,928
Senior Director, Controller and Principal Accounting Officer2023$191,360$52,900$-$44,681(11)$15,572$304,513
Ekkehard Schütz2024$370,356$166,800$-$81,554(12)$14,858$633,568
Chief Science Officer2023$242,028$132,700$-$165,892(13)$34,547$575,167

(1) Option awards granted under our 2010 Employee Stock Option Plan (the “Option Plan”) or under our Equity Incentive Plan are valued at the aggregate grant date fair value, as if all options were fully vested and exercisable at the date of grant. Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted, computed in accordance with the provisions of FASB ASC Topic 718. For stock options that have performance-based (sometimes referred to as milestone-based) vesting conditions, compensation is shown in the tables in the same manner as Oncocyte recorded stock-based compensation expense for the grant on the basis of the estimated probability that the vesting condition will be met or the determination that the condition has been met. We used the Black-Scholes Pricing Model to compute option fair values based on applicable exercise and stock prices, an expected option term, volatility assumptions, and risk-free interest rates. Our Named Executive Officers will only realize compensation upon exercise of the stock options and to the extent the trading price of our common stock is greater than the exercise price of such stock options at the time of exercise.

Time-based stock awards consist entirely of RSUs and are valued in the table at the aggregate grant date fair value based on the closing price of Oncocyte common stock as quoted on the applicable trading market as if the stock awards were fully vested. Performance-based stock awards (“PSUs”) consist entirely of RSUs and are valued in the table at the aggregate grant date fair value for PSUs is the target value based upon the probable outcome of the performance conditions on the grant date in accordance with SEC rules. Beginning on February 7, 2023, our common stock began trading on the Nasdaq Capital Market under the symbol “OCX.” Previously, our common stock traded under the same symbol on The Nasdaq Global Market since March 8, 2021, and prior to that, on the NYSE American. For stock awards that have performance-based (sometimes referred to as milestone-based) vesting conditions, compensation is shown in the tables in the same manner as Oncocyte recorded stock-based compensation expense for the grant on the basis of the estimated probability that the vesting condition will be met or the determination that the condition has been met. The fair value of the stock awards was measured using Black-Scholes option-pricing model assuming that performance goals will be achieved for the performance-based stock awards, and the Monte Carlo simulation model for the market-based vesting conditions.

(2) Other compensation consists primarily of employer contributions to employee accounts under our 401(k) plan. SeeExecutive Employment Agreements, Change of Control Provisions and Separation Payments - Separation Payments for more information.

(3) In December 2022, Mr. Riggs was appointed Interim President and Chief Executive Officer and was later appointed President and Chief Executive Officer in February 2023.

(4) In May 2024, Mr. Riggs was granted 90,000 stock options exercisable at an exercise price of $2.76 per share.

(5) In January 2023, Mr. Riggs was granted 12,874 stock options exercisable at an exercise price of $9.26 per share. In June 2023, Mr. Riggs was granted 17,500 stock options exercisable at an exercise price of $4.26 per share. In August 2023, Mr. Riggs was granted 40,000 stock options exercisable at an exercise price of $3.34 per share. Mr. Riggs was also granted 5,821 stock options in February 2023, exercisable at an exercise price of $7.80 per share, that were deemed earned in 2022.

(6) Includes $56,880 in cash and 5,821 stock options exercisable at an exercise price of $7.80 per share.

(7) Ms. James was appointed as the Company’s Chief Financial Officer on June 17, 2024.

(8) In June 2024, Ms. James was granted 100,000 RSUs. The RSUs are subject to both time-based and performance-based vesting criteria.

(9) In June 2024, Ms. James was granted 200,000 stock options exercisable at an exercise price of $2.76 per share.

(10) In May 2024, Mr. Liu was granted 10,000 stock options exercisable at an exercise price of $2.76 per share.

(11) In January 2023, Mr. Liu was granted 2,853 stock options exercisable at an exercise price of $9.26 per share. In February 2023, Mr. Liu was granted 8,482 stock options exercisable at an exercise price of $3.11 per share.

(12) In May 2024, Dr. Schütz was granted 35,000 stock options exercisable at an exercise price of $2.76 per share.

(13) In January 2023, Dr. Schütz was granted 12,873 stock options exercisable at an exercise price of $9.26 per share. In February 2023, Dr. Schütz was granted 6,044 stock options exercisable at an exercise price of $7.80 per share. In August 2023, Dr. Schütz was granted 20,000 stock options exercisable at an exercise price of $3.34 per share.

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