Robert Brainin
About Robert Brainin
Robert Brainin, age 53, became Chief Executive Officer of Champions Oncology effective August 25, 2025 and has served as a Director since February 2021; he holds an economics degree from Emory University and a law degree from Harvard Law School, and previously held senior roles at Veracyte/HalioDx, Genuity Science, Illumina, Thermo Fisher/Life Technologies, and McKinsey; he also serves on the boards of Code Ocean and The Children’s Tumor Foundation . Company performance entering his tenure improved notably in FY2025: oncology revenue rose to $56.9 million from $50.2 million and net income turned positive to $4.7 million from a $7.3 million loss in FY2024 . Pay-versus-performance disclosures show the company’s TSR index value (fixed $100 investment) improved from -101.42 in 2024 to -52.58 in 2025, while net income swung from a loss to a $4.7 million profit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veracyte (formerly HalioDx) | Executive Vice President & Chief Business Officer | Since July 2021 | Executive leadership in diagnostics commercialization |
| Genuity Science | Chief Executive Officer, Chief Operating Officer, Director | Aug 2017–Jan 2021 | Led operational scale-up and genomic data commercialization |
| Illumina | VP & GM, Life Sciences and Applied Genomics | Not disclosed | Led business unit serving life sciences/applied genomics |
| Thermo Fisher Scientific (via Life Technologies acquisition) | VP/GM, Enterprise Genomics Solutions | Since 2014 (start at Thermo Fisher) | Drove enterprise genomics solutions commercialization |
| Life Technologies/Invitrogen | Various senior roles | 2004–2014 | Led large businesses serving academic and BioPharma segments |
| McKinsey & Co. | Management Consultant | Not disclosed | Strategy consulting experience |
| University of San Diego School of Law | Adjunct Professor | Not disclosed | Academic engagement in law |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Code Ocean | Director | Current | Technology/software for computational research |
| The Children’s Tumor Foundation | Director | Current | Non-profit board service |
Fixed Compensation
Director compensation (excludes executive pay; Brainin steps into CEO role August 2025 – CEO package not disclosed in 2025 proxy):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $20,000 | $20,000 |
| Option Awards ($) | $62,197 | $63,156 |
| Total ($) | $82,197 | $83,156 |
Performance Compensation
No disclosed performance-based metrics (e.g., PSU/TSR targets, revenue/EBITDA hurdles) tied specifically to Brainin’s director compensation; CEO incentive plan details for Brainin were not disclosed in the 2025 proxy .
Equity Ownership & Alignment
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 51,133 | 74,163 |
| Ownership as % of shares outstanding | Less than 1% | Less than 1% |
| Shares exercisable within 60 days | 51,133 (options) | 74,163 (options) |
- Footnote: Brainin’s beneficial ownership consists of options exercisable within 60 days; no direct share holdings disclosed .
- Section 16 compliance flag: Form 4 filings for Brainin were filed late regarding option grants in fiscal 2024 and again noted for fiscal 2025 .
Employment Terms
| Item | Detail |
|---|---|
| Role | Chief Executive Officer; Director |
| Effective Date (CEO) | August 25, 2025 |
| Employment Agreement Terms | Not disclosed for Brainin in 2025 proxy |
| Severance & Change-of-Control (CoC) | Not disclosed for Brainin; company-wide immediate vesting on change of control was disclosed historically for other executives’ options, but no Brainin-specific terms provided |
| Clawback Policy | Company adopted Executive Compensation Clawback Policy on December 1, 2023 in compliance with SEC Rule 10D-1 and Nasdaq Listing Rule 5608 |
Board Governance
- Committee memberships: Brainin served on the Nominating and Corporate Governance Committee alongside Daniel Mendelson in FY2024; as he is no longer independent due to the CEO role, he will be replaced by another independent member on that committee .
- Independence: Board determined five of seven directors are independent in 2025; Brainin is non-independent as CEO .
- Board structure: Company maintains separate Chairman (Ronnie Morris, M.D.) and CEO (Brainin) roles, which mitigates combined-role concerns and supports oversight .
- Board activity: Board officially met two times in FY2025; no incumbent director attended fewer than 75% of meetings and applicable committee meetings .
Director Compensation (Program Context)
- FY2025 director compensation included cash fees (e.g., $35,000 for some directors) and option awards with grant-date fair values (ASC 718); Brainin’s components were $20,000 cash and $63,156 options, totaling $83,156 .
- Similar structure in FY2024 with Brainin at $20,000 cash and $62,197 options, totaling $82,197 .
Performance & Track Record
Company operating performance around Brainin’s appointment:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Oncology Revenue ($000s) | 50,155 | 56,944 |
| Net Income (Loss) ($000s) | (7,276) | 4,701 |
Pay-versus-performance and TSR:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of Initial Fixed $100 Investment based on TSR | (135.94) | (101.42) | (52.58) |
| Net Income (Loss) ($000s) | (5,335) | (7,276) | 4,701 |
Compensation Structure Analysis
- Mix stability: As a director, Brainin’s compensation mix remained heavily option-based alongside modest cash fees across FY2024–FY2025, aligning director pay with equity-linked value but with limited direct share ownership .
- Clawback readiness: Adoption of an SEC/Nasdaq-compliant clawback policy in December 2023 provides recovery mechanisms for erroneously awarded incentive compensation, bolstering pay-for-performance governance .
- Governance change: Transition to CEO status removes Brainin from independence-based committees (e.g., Nominating), addressing potential independence conflicts from dual roles .
Risk Indicators & Red Flags
- Section 16 timeliness: Late Form 4 filings for option grants in FY2024 and noted again in FY2025 present a modest compliance risk; monitoring future filings is prudent .
- Independence shifts: Loss of independence as CEO necessitates committee changes; the proxy outlines this governance response explicitly .
- Ownership concentration: Management and four significant stockholders collectively control approximately 72% of common stock, which can influence governance dynamics and transaction outcomes .
Investment Implications
- Execution upside: Brainin’s deep commercialization and genomics platform experience (Illumina, Thermo Fisher/Life Technologies, Veracyte/HalioDx) aligns with CSBR’s technology-enabled oncology services and data licensing strategy, potentially supporting continued revenue growth and margin discipline observed in FY2025 .
- Alignment watchpoints: Beneficial ownership is entirely option-based and under 1% of outstanding; investors should monitor forthcoming CEO employment agreement, equity grant cadence, vesting terms, CoC provisions, and any pledging/hedging disclosures to assess long-term alignment and selling pressure risks .
- Governance mitigation: Separate Chairman/CEO roles and clawback adoption mitigate dual-role and pay risk; continued committee independence and timely Section 16 compliance will be key indicators of governance quality during Brainin’s tenure .