Ronnie Morris
About Ronnie Morris
Ronnie Morris, M.D., age 59, served as CEO and Director of Champions Oncology from January 2017 to August 25, 2025, and transitioned to Chairman of the Board effective August 25, 2025. He is a board-certified internist (MD, University of Medicine and Dentistry of New Jersey; residency at Long Island Jewish Medical Center; ABIM certified) and healthcare operator who co-founded MDVIP and built it to a national network before its sale to Procter & Gamble. He is considered a non-independent director (the board lists five independents, excluding Dr. Morris), and has served continuously on the board since October 2010 (initially as President/Director, then CEO/Director, now Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prohealth Medical Group (Boca Raton, FL) | Managing Partner; Internal Medicine physician | 1996–2004 | Managed 30+ physicians; oversaw financial operations; built ancillary revenue services |
| AllianceCare Inc. (Boynton Beach, FL) | VP & Medical Director | 2004–2006 | Scaled physician house-call business; managed 150 employees; tripled revenue and reached profitability |
| MDVIP, Inc. | Co‑founder; Medical Director; Board Member | 2001–2009 | Built concierge care network to 400 doctors in 29 states and ~125,000 patients; sold to P&G |
| Champions Oncology | President & Director | Oct 2010–Jan 2017 | Executive leadership; remained on board |
| Champions Oncology | CEO & Director | Jan 2017–Aug 25, 2025 | Principal Executive Officer; continued board service |
| Champions Oncology | Chairman of the Board | Effective Aug 25, 2025–present | Non‑independent Chair |
| Private Investor | Investor | Since 2009 | Private investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MDVIP, Inc. | Board Member; Medical Director | Until 2009 | Co‑founded; scaled national footprint prior to sale to P&G |
No current public company directorships disclosed for Dr. Morris in the company’s 2025 proxy materials .
Board Governance
- Independence status: Non‑independent; the board determined five independent directors (Ackerman, Sidransky, Mendelson, Tobin, Breitfeld), implying Dr. Morris and Mr. Brainin are non‑independent .
- Role: Chairman of the Board effective August 25, 2025 .
- Committee assignments (FY2025): Dr. Morris is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees .
- Board and committee attendance: The board met 2 times in FY2025; no incumbent director attended fewer than 75% of board and assigned committee meetings .
- Committee composition context (governance quality signal):
- Audit: Scott Tobin (Chair), Joel Ackerman, Daniel Mendelson; all independent; Tobin designated “audit committee financial expert”; committee met 4 times; retains oversight of cybersecurity risks .
- Compensation: Scott Tobin, Daniel Mendelson; both independent; met 1 time .
- Nominating & Corporate Governance: Daniel Mendelson and Robert Brainin (to be replaced by an independent as Brainin became CEO) .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 400,000 | 400,000 |
| Director Fees (cash) | N/A – no additional compensation for service as director | N/A – no additional compensation for service as director |
As CEO through FY2025, Dr. Morris did not receive separate director compensation; director fee table confirms no additional pay for NEO directors .
Performance Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual Bonus ($) | — | 200,000 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
Performance metrics and structures:
- Annual bonus framework: Target 50% of salary; maximum 75% of salary; payable in cash or equity at board discretion; tied to achievement of the Company’s annual plan (specific metric thresholds not disclosed) .
- Change‑of‑control treatment: All options vest immediately upon a change of control .
- Clawback: Executive Compensation Clawback Policy adopted Dec 1, 2023 to recover erroneously awarded incentive‑based compensation after an accounting restatement, regardless of misconduct, for a 3‑year lookback per SEC/Nasdaq rules .
Outstanding options (as of April 30, 2025):
| Grant | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Options granted 10/28/2016 | 279,177 | — | 1.60 | 10/28/2026 |
| Options granted 7/27/2017 | 132,565 | — | 2.51 | 7/27/2027 |
FY2023 context: Board approved a one‑time $950,000 cash bonus in Feb 2020 (paid over several quarters starting latter half of FY2021), and salary increased to $400,000 at start of FY2022, per employment agreement amendments .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the 2025 proxy |
| Prior public company boards | Not disclosed for Dr. Morris in the 2025 proxy |
| Interlocks (competitors/suppliers/customers) | Not disclosed for Dr. Morris in the 2025 proxy |
Expertise & Qualifications
- Board‑stated rationale: “Well‑qualified” due to extensive operational and managerial experience in the healthcare industry .
- Clinical/operator profile: Board‑certified internist; scaled MDVIP; ran multi‑specialty practice operations and financials; built ancillary services .
- Governance familiarity: Long-tenured director (since 2010) and executive succession experience (transitioned CEO→Chair in 2025) .
Equity Ownership
| Measure | Amount |
|---|---|
| Shares beneficially owned | 1,270,620 |
| Ownership (% of outstanding) | 9.0% (13,788,421 shares outstanding at record date) |
| Options exercisable within 60 days | 411,742 |
| Indirect holdings | 8,333 shares via a partnership |
| Unexercisable options at FYE 2025 | None listed for Dr. Morris; the table shows only exercisable amounts for his awards |
Governance Assessment
Strengths (investor confidence signals)
- Strong shareholder support on Say‑on‑Pay: 2025 advisory vote approved (For: 9,720,681; Against: 7,262; Abstain: 122; Broker non‑vote: 931,779) .
- Majority‑independent board with designated audit committee financial expert and formal cybersecurity risk oversight anchored in Audit Committee; Audit met 4× in FY2025 .
- Clawback policy (Dec 1, 2023) aligned with SEC/Nasdaq rules; mandatory recovery for restatements and not contingent on misconduct .
- Attendance: No incumbent director fell below 75% attendance in FY2025 .
Risks/RED FLAGS (governance and alignment concerns)
- Non‑independent Chair following long CEO tenure increases concentration of influence and may reduce independent oversight .
- Employment agreement includes a board‑nomination clause “for so long as he serves as an executive officer,” an entrenchment‑risk signal from prior CEO era (and notable to monitor post‑transition) .
- Full acceleration of option vesting upon change‑of‑control can misalign incentives (single‑trigger equity vesting) .
- Significant insider ownership (9.0%) plus substantial vested options concentrates control; monitor for hedging/pledging (no pledging disclosure identified in proxy) .
Shareholder voting (2025)
- Director election: Dr. Morris received 8,992,111 For vs. 735,954 Withheld; Broker non‑votes 931,779 .
Related‑party and conflicts
- Proxy discloses consulting fees to director David Sidransky ($12,000 in FY2025; $36,000 in FY2024); no related‑party transactions disclosed for Dr. Morris .
Notes on committee participation and engagement
- Dr. Morris is not listed on Audit, Compensation, or Nominating & Corporate Governance; independence and committee workloads remain concentrated with independent directors (Tobin, Mendelson, Ackerman; Brainin transitioning off N&CG due to CEO role) .
Say‑on‑Pay design observations
- Executive compensation design emphasizes variable pay but the company notes it does not specifically use net income or TSR as program performance measures; Dr. Morris had no equity awards in FY2025 under the “compensation actually paid” analysis .