David Sidransky
About David Sidransky
David Sidransky, M.D., age 65, has served on Champions Oncology’s board since August 2007; he was Chairman from October 2007 to November 2016, Lead Director from November 2016 until transitioning to Director on August 25, 2025. He is a Professor of Oncology and multiple related disciplines at Johns Hopkins, a highly cited oncology researcher with 600+ peer‑reviewed publications over the past decade, and a founder/inventor across biotech with numerous patents. He holds a BA from Brandeis University and an MD from Baylor College of Medicine; he has served as Vice Chairman at ImClone Systems and holds/currently held board roles at Ayala Pharmaceuticals, Advaxis Immunotherapies, Galmed, Ascentage, and Orgenesis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Champions Oncology (CSBR) | Chairman of the Board | Oct 2007 – Nov 2016 | Led board through growth phase; governance leadership |
| Champions Oncology (CSBR) | Lead Director | Nov 2016 – Aug 25, 2025 | Independent leadership role; transitioned to Director on Aug 25, 2025 |
| Champions Oncology (CSBR) | Director | Aug 2007 – present | No standing committee assignments listed in FY2025 proxy |
| ImClone Systems | Vice Chairman and Director | Prior to merger with Eli Lilly | Oversight at oncology biopharma; board leadership |
| American Association for Cancer Research (AACR) | Director | 2005 – 2008 | Industry thought leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ayala Pharmaceuticals | Chairman of the Board | Current | Oncology focus; potential sector interlock |
| Advaxis Immunotherapies | Chairman of the Board | Current | Immuno‑oncology; sector interlock |
| Galmed | Director | Current | Board service disclosed |
| Ascentage | Director | Current | Board service disclosed |
| Orgenesis | Director | Current | Board service disclosed |
Board Governance
- Independence: Board determined Sidransky is independent under Nasdaq Rule 5605(a)(2). In FY2025, the board had five independent and two non‑independent directors .
- Attendance: Board met 2 times in FY2025; no incumbent director attended fewer than 75% of board and committee meetings combined .
- Committee assignments (FY2025): Audit Committee members were Scott Tobin (Chair), Joel Ackerman, Daniel Mendelson; Compensation Committee members were Scott Tobin and Daniel Mendelson; Nominating & Corporate Governance members were Daniel Mendelson and Robert Brainin (set to be replaced due to Brainin becoming CEO). Sidransky is not listed on any standing committee in FY2025 .
- Lead Independent Director: Served as Lead Director from November 2016 to August 25, 2025 .
- Risk/controls context: Audit Committee retains cybersecurity oversight; no material impacts from known cyber threats disclosed to date .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $35,000 | $29,500 |
| Stock Awards ($) | — | — |
| Option Awards – Grant‑Date Fair Value ($) | $50,535 | $55,528 |
| All Other Compensation ($) | — | — |
| Total ($) | $85,535 | $85,028 |
Notes:
- Director cash compensation is via fees (no RSUs indicated); equity is delivered as stock options valued under ASC 718 .
- Company sets director compensation levels via the Compensation Committee .
Performance Compensation
| Item | Detail |
|---|---|
| Option grant (Form 4) | 21,216 options granted on 11/05/2025 at $6.80 exercise price; vesting over 12 months on 11/5/2025, 2/5/2026, 5/5/2026, 8/5/2026; expiration 11/05/2035; direct ownership |
| Equity vehicle | Non‑employee director options; exercisable over ten years; time‑based vesting (no disclosed performance metrics) |
| Pay‑for‑performance context | Company’s executive compensation program references clawback compliance and CAP disclosures; director compensation lacks explicit performance metric ties (e.g., TSR, EBITDA) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Ayala Pharmaceuticals | Chairman | Oncology adjacency; monitor for transactions with CSBR (none disclosed) |
| Advaxis Immunotherapies | Chairman | Immuno‑oncology; monitor for related‑party dealings (none disclosed) |
| Galmed | Director | Sector interlock; no CSBR transactions disclosed |
| Ascentage | Director | Sector interlock; no CSBR transactions disclosed |
| Orgenesis | Director | Sector interlock; no CSBR transactions disclosed |
| ImClone Systems | Vice Chairman (former) | Historical role; no current interlock impact |
| AACR | Director (2005–2008) | Non‑profit; governance/industry ties |
Expertise & Qualifications
- Oncology scholar and practitioner: Professor at Johns Hopkins across Oncology, Otolaryngology–Head & Neck Surgery, Cell & Molecular Medicine, Urology, Genetics, Pathology .
- Research leadership: 600+ peer‑reviewed publications in the past decade; >60 reviews/chapters; multiple biotech patents; awards including Sarstedt Prize (1997), Alton Ochsner Award (1998), Hinda & Richard Rosenthal Award (2004), AACR team award (2017) .
- Board and industry credentials: Founding roles in biotech; certified in Internal Medicine and Medical Oncology .
- Education: BA Brandeis; MD Baylor College of Medicine .
Equity Ownership
| Metric | As of Record Date (FY 2025) |
|---|---|
| Shares Beneficially Owned | 832,276 |
| Ownership as % of Shares Outstanding | 6.0% (13,788,421 shares outstanding base) |
| Options Exercisable Within 60 Days | 65,233 |
Notes:
- No disclosure of shares pledged or hedging by director; company maintains an Insider Trading Policy applicable to directors .
- Vested/unvested breakdown beyond “within 60 days” not disclosed for directors in the proxy .
Governance Assessment
- Alignment: Material personal ownership at ~6% supports skin‑in‑the‑game; options are time‑vested without performance metric ties, typical for non‑employee directors .
- Independence & attendance: Independent under Nasdaq rules; satisfactory attendance threshold met (no <75%) .
- Committee coverage: No FY2025 committee seat limits direct oversight influence; however prior Lead Director role indicates historical governance leadership .
- Clawback and trading controls: Company implemented SEC/Nasdaq‑compliant clawback (executive officers) and maintains an Insider Trading Policy covering directors, bolstering governance hygiene .
- Related‑party exposure: Company paid Sidransky consulting fees ($12,000 in FY2025; $36,000 in FY2024) while he held ~6% ownership—minor but a related‑party transaction that warrants monitoring and clear scoping; no other related transactions disclosed .
- RED FLAG: Ongoing consulting fees to an independent director represent potential conflict; ensure committee oversight and disclosure continue .
- Interlocks: Multiple current oncology/biotech chair/director roles (Ayala, Advaxis, Galmed, Ascentage, Orgenesis). No disclosed transactions with CSBR, but sector overlap suggests monitoring for information flow and conflicts if business dealings arise .
Director Compensation Structure – Year‑over‑Year Mix
| Component | FY 2024 | FY 2025 | Change/Signal |
|---|---|---|---|
| Cash Fees ($) | $35,000 | $29,500 | Slight decrease; no meeting fees disclosed |
| RSUs/Stock Awards ($) | — | — | No shift to RSUs; options remain primary equity |
| Options – Fair Value ($) | $50,535 | $55,528 | Modest increase; continued use of options |
| Total ($) | $85,535 | $85,028 | Stable overall pay |
Insider Trades (Recent)
| Date | Type | Security | Amount | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| 11/05/2025 | Option Grant (Code A) | Option to purchase Common Stock | 21,216 | $6.80 | 11/05/2035 | 11/5/2025, 2/5/2026, 5/5/2026, 8/5/2026; 10‑year exercisability |
Policy & Controls
- Clawback Policy: Adopted December 1, 2023 to comply with SEC Rule 10D‑1/Nasdaq 5608; mandatory recovery of erroneously awarded incentive‑based compensation from current/former executive officers; not expressly covering director equity .
- Insider Trading Policy: Applies to directors, officers, employees; designed to promote compliance with securities laws and listing standards .
RED FLAGS and Monitoring Items
- Related‑party consulting fees to an independent director ($12k FY2025; $36k FY2024). Ensure clear scope, competitive rates, and committee approval to mitigate conflict optics .
- Multiple external oncology board roles. Maintain robust conflicts process for potential counterpart dealings; continuous disclosure required .
- No disclosed ownership guidelines for directors; inability to benchmark alignment vs policy targets (gap in disclosure) .
- Committee non‑participation in FY2025 reduces direct oversight touchpoints (balanced by prior Lead Director tenure) .
Overall, Sidransky brings deep oncology expertise, significant equity alignment (~6%), and long board tenure. Transparency around consulting engagements and proactive conflict management across his external roles are key to sustaining investor confidence .