David Miller
About David Miller
David Miller, age 56, is Chief Financial Officer of Champions Oncology and has served in the role since May 2017; he previously served as Vice President, Finance from June 2013 to April 2017. He holds a B.S. from Yeshiva University (1991), an MBA from Fordham University (1999), and is a Certified Public Accountant, with prior roles at DMCWW, NAF Funding (CFO, 2006–2010), IDT Corp. (VP Finance & Operations, 2000–2005), and Deutsche Bank (Assistant VP, Internal Audit, 1997–1999) . Company performance context during his tenure: FY2025 net income was $4.7 million and Pay vs. Performance shows company TSR index values of (52.58), (101.42), and (135.94) for 2025, 2024, and 2023, respectively . Most recently, in Q1 FY2026, Champions reported $14.0 million in revenue and adjusted EBITDA of $60,000; Miller commented on topline expansion and margin improvement expectations driven by services and proprietary data offerings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DMCWW, LLC | VP Finance & Operations | Not disclosed | Private equity-backed operating role in consumer technology startups |
| NAF Funding, LLC | Chief Financial Officer | 2006–2010 | Led finance for a nationwide broker of life insurance policy transactions |
| IDT Corp. | VP Finance & Operations | 2000–2005 | Built consumer phone services division to >1 million customers |
| Deutsche Bank | Assistant Vice President, Internal Audit | 1997–1999 | Internal audit oversight |
| Schonbraun, Safris, Sternlieb, LLC; Margolin, Winer & Evans | Senior Accountant | Not disclosed | Audit/accounting roles |
External Roles
- None disclosed for David Miller in the proxy .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (USD) | $260,000 | $278,333 (reflects transition from $260,000 to $315,000 during FY25) |
| Target Bonus % | 20% of annual salary (per employment agreement) | 20% of annual salary |
| Actual Bonus Paid/Accrued (USD) | $0 | $30,000 (estimate/accrual at filing) |
| Salary Change Notes | Increase to $260,000 approved June 2021 | Increase to $315,000 effective Jan 1, 2025 |
Performance Compensation
Annual Incentive Plan Structure
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Cash) | Not disclosed | 20% of salary | Not disclosed | $30,000 for FY2025 (accrual) | Cash; not applicable |
The proxy does not disclose specific performance metrics or weightings for Miller’s annual bonus (e.g., revenue growth, EBITDA, TSR) .
Equity Awards (Outstanding at FY2025 Year-End)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Exchange option (7/21/2016) | 11,251 | — | $2.10 | 5/22/2025 |
| Option (7/19/2016) | 25,000 | — | $2.10 | 7/19/2026 |
| Option (7/27/2017) | 10,000 | — | $2.51 | 7/27/2027 |
| Option (4/9/2018) | 12,500 | — | $3.62 | 4/9/2028 |
| Option (10/31/2019) | 25,000 | — | $5.23 | 10/31/2029 |
| Option (9/10/2020) | 6,000 | — | $7.05 | 9/10/2030 |
| Option (6/23/2021) | 3,750 | 1,250 | $8.98 | 6/23/2031 |
| Option (6/23/2022) | 10,000 | — | $7.57 | 6/23/2032 |
| Option (7/6/2023) | 2,500 | — | $6.11 | 7/6/2033 |
| Option (9/5/2024) | 1,500 | 1,500 | $4.25 | 9/5/2034 |
Miller’s employment agreement states options vest time‑based; all options vest immediately upon a change of control .
Equity Ownership & Alignment
Beneficial Ownership (Record Date: Aug 22, 2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| David Miller | 115,766 | 1.0% |
- Footnote: Miller’s beneficial ownership “consists of 99,000 shares issuable upon the exercise of options that have vested or will vest within 60 days of the Record Date” .
- Shares outstanding at Record Date: 13,788,421 .
- Insider Trading Policy and Clawback: Company maintains an Insider Trading Policy and adopted an executive compensation clawback policy on Dec 1, 2023 in compliance with SEC Rule 10D‑1 and Nasdaq Rule 5608 .
Pledging/Hedging:
- The proxy references an Insider Trading Policy but does not explicitly disclose hedging or pledging restrictions; no pledging by Miller is disclosed .
Stock Ownership Guidelines:
- No executive stock ownership guidelines are disclosed in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | May 28, 2013 (initially as VP Finance) |
| Initial Base Salary | $180,000 |
| First-Year Bonus | No less than 15% of annual salary |
| Ongoing Bonus Target | 20% of annual salary (discretionary) |
| Initial Equity | Option to purchase 6,154 shares (later exchanged on 7/21/2016 for 5,515 shares at $2.10, time-based vesting) |
| Change-of-Control | All options vest immediately upon a change of control |
| Base Salary Changes | Increased to $260,000 (approved June 2021, retroactive to FY2022 start) ; increased to $315,000 effective Jan 1, 2025 |
| Non-Compete / Non-Solicit | Not disclosed |
| Severance / Multiples | Not disclosed |
| Clawback | Executive Compensation Clawback Policy adopted Dec 1, 2023 |
Company Performance Snapshot (Pay vs Performance disclosure)
| Year | Net Income (USD) | TSR Index Value |
|---|---|---|
| FY2025 | $4,701,000 | (52.58) |
| FY2024 | $(7,276,000) | (101.42) |
| FY2023 | $(5,335,000) | (135.94) |
Recent Quarter:
- Q1 FY2026: Revenue $14.0 million; adjusted EBITDA $60,000 .
Say‑on‑Pay & Shareholder Feedback (2025 Annual Meeting)
| Item | Votes For | Votes Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| NEO Compensation (non-binding) | 9,720,681 | 7,262 | 122 | 931,779 |
Board/Committee Governance:
- Compensation Committee: Scott Tobin and Daniel Mendelson (both independent); met once in FY2025 .
- Audit Committee: Tobin (Chair, financial expert), Ackerman, Mendelson; met four times in FY2025 .
Investment Implications
- Alignment: Miller holds options across ten grants with expirations spanning 2025–2034 and strikes from $2.10 to $8.98, creating multi‑year equity linkage and potential long‑term alignment; all options accelerate on change‑of‑control, which can increase deal‑related payout sensitivity .
- Retention: The Compensation Committee raised Miller’s base salary to $315,000 effective Jan 1, 2025, and he accrued a $30,000 FY2025 bonus, signaling retention and recognition amid leadership transition and a pivot to services/data growth .
- Selling pressure: The proxy discloses beneficial ownership and near‑term exercisable options but does not indicate any pledging, hedging restrictions, or ownership guidelines; absence of explicit pledging prohibitions is a monitoring point, though no pledges are disclosed .
- Pay‑for‑performance risk: Lack of disclosed bonus metrics/weightings and historically volatile TSR/net income suggest limited transparency on incentive alignment; however, the clawback policy and committee independence are positives for governance discipline .
- Shareholder sentiment: 2025 say‑on‑pay was approved with overwhelming “For” votes, indicating investor acceptance of current pay practices despite limited metric disclosure .