Andrea James
About Andrea James
Chief Financial Officer and Principal Financial Officer of Oncocyte since June 17, 2024; age 43; B.S. in Computer Information Systems (American University) and M.S. in Journalism (Northwestern University) . Previously Axon Enterprise SVP Corporate Strategy & IR and Chief Communications Officer; helped support Axon’s market cap growth from ~$1B to >$20B and >$550M equity offerings . Company performance context during her tenure (company-level): cumulative TSR on a fixed $100 investment was $4.98 (2024), $5.23 (2023), and $13.43 (2022); net losses were $(60.7)M (2024), $(27.8)M (2023), $(72.9)M (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axon Enterprise (Nasdaq: AXON) | VP IR; VP Corporate Strategy & IR; SVP Corporate Strategy & IR; Chief Communications Officer | 2017–2023 | Built IR and strategy, supported capital raises (> $550M) and repositioning to top-tier tech, during market cap growth from ~$1B to >$20B |
| Tesla, Inc. (Nasdaq: TSLA) | Strategic Investor Relations Consultant | 2016–2017 | IR support for high-growth tech company |
| Dougherty & Company (now Colliers Securities) | VP & Senior Research Analyst | 2009–2016 | Covered emerging technologies for institutional investors |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bloomberg News; Seattle Post-Intelligencer | Business/financial reporter | Prior to 2009 | Journalism roles before finance career |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | — | $175,165 | Appointed June 17, 2024 |
| Target Bonus (% of Base) | — | 50% | Set in Employment Agreement |
| Actual Annual Bonus ($) | — | $72,800 | Paid for 2024 |
| One-time Bonus ($) | — | — | $25,000 approved March 4, 2025; cash or RSUs at her discretion |
| Current Base ($) | — | — | Increased to $341,250 effective March 10, 2025 |
Performance Compensation
| Incentive Type | Metric | Target/Weight | Actual/Payout | Vesting |
|---|---|---|---|---|
| RSUs (Performance Equity Grant; 100,000 units) | Company market capitalization goals | Not disclosed | Grant date fair value $173,000 ; subject to performance achievement | Performance- and time-based; granted 6/20/2024 |
| Stock Options (200,000) | Time-based service | Not applicable | Granted at $2.87; fair value $330,000 | Standard schedule: 25% after 12 months (6/20/2025), remaining monthly over 36 months (to 6/20/2028) |
Equity Ownership & Alignment
- Beneficial ownership (as of May 12, 2025): 201,231 shares, comprised of 151,231 shares purchased/held and 50,000 options vested/vesting within 60 days . Shares outstanding: 28,599,285 .
- Estimated ownership %: ~0.70% (201,231 / 28,599,285), calculated from disclosed share counts .
- Purchases in company financings: 33,670 shares at $2.97 (Oct 2, 2024), and 97,561 shares at $2.05 (Feb 7, 2025) .
- Insider trading policy: prohibits short sales and hedging/monetization strategies (e.g., exchange funds, prepaid forwards, equity swaps, puts/calls, collars, forwards) . Clawback policy adopted Nov 2023 for restatements covering prior 3 completed fiscal years .
| Award | Quantity | Strike/Terms | Grant Date | Status at 12/31/2024 |
|---|---|---|---|---|
| Stock Options | 200,000 | $2.87; expire 10/11/2034 | 6/20/2024 | Unexercisable 200,000; standard vesting thereafter |
| RSUs (Performance) | 100,000 | Market cap goals | 6/20/2024 | Unvested; $173,000 fair value at grant |
Employment Terms
- Start date: June 17, 2024; CFO and Principal Financial Officer .
- Base salary: $325,000 initially; increased to $341,250 effective March 10, 2025 .
- Target annual bonus: 50% of base salary .
- Equity grants tied to shareholder-approved plan amendment (approved Oct 11, 2024) .
- Severance (termination without Cause or resignation for Good Reason): 12 months base salary; pro-rated annual bonus based on actual performance; up to 12 months COBRA premium reimbursements; accelerated vesting of next time-based tranche; accelerated time vesting of options that are performance-vested as of termination date .
- Change-of-control: Company’s equity plan permits double-trigger acceleration (COC plus qualifying termination) at the Committee’s discretion; prohibition on option/SAR repricing without shareholder approval .
Compensation Structure Notes and Governance
- 2024 compensation mix included cash salary/bonus plus significant equity (RSUs and options), with RSUs tied to market cap performance .
- Company-level say-on-pay (2024 meeting for 2023 NEO pay) passed: For 8,124,929; Against 20,342; Abstain 11,123; broker non-votes 4,208,243 .
- Board committees: Compensation Committee chaired by Louis E. Silverman (members: Silverman, Arno, Last); nine meetings in 2024; independent under Nasdaq rules .
- Insider policy: prohibits hedging; no explicit pledging restriction disclosed; clawback policy in place .
Performance & Track Record
- Major achievements: Led finance and IR strategy at Axon supporting >$550M equity offerings and market cap expansion; joined Oncocyte ahead of commercial scaling in transplant diagnostics, co-marketing with Bio-Rad .
- Company TSR and net losses disclosed as context (see About section) .
- Controversies/legal proceedings: None disclosed regarding James .
Risk Indicators & Red Flags
- Hedging prohibited; no mention of pledging prohibition—monitor for any future pledging disclosures .
- Equity plan prohibits repricing of underwater options/SARs without shareholder approval .
- Related party/insider purchases: CFO participated in insider rounds (Oct 2024, Feb 2025), aligning capital with shareholders; not indicative of self-dealing per related party policy .
- Say-on-pay support high in 2024; no low approval flag .
Compensation & Ownership Tables
| Andrea James – Summary Compensation ($) | 2023 | 2024 |
|---|---|---|
| Salary | — | 175,165 |
| Bonus | — | 72,800 |
| Stock Awards (RSUs) | — | 173,000 |
| Option Awards | — | 330,000 |
| All Other Compensation | — | 7,898 |
| Total | — | 758,863 |
| Equity Grants & Vesting | Grant Date | Quantity | Terms | Vesting Milestones |
|---|---|---|---|---|
| Stock Options | 6/20/2024 | 200,000 | Strike $2.87; expire 10/11/2034 | 25% on 6/20/2025; remaining monthly over 36 months to 6/20/2028 |
| RSUs (Performance) | 6/20/2024 | 100,000 | Performance and time-based; market cap goals | Per performance plan; dates not disclosed |
| Beneficial Ownership (as of 5/12/2025) | Shares Owned | Options (vested/within 60d) | Total Beneficial | % of Outstanding (28,599,285) |
|---|---|---|---|---|
| Andrea James | 151,231 | 50,000 | 201,231 | ~0.70% (calc.) |
| Company Pay vs. Performance | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (on $100) | $13.43 | $5.23 | $4.98 |
| Net (Loss) ($MM) | $(72.9) | $(27.8) | $(60.7) |
| Say-on-Pay Vote (2024 Meeting on 2023 Pay) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Votes | 8,124,929 | 20,342 | 11,123 | 4,208,243 |
Investment Implications
- Alignment: Personal share purchases in Oct 2024 and Feb 2025 plus sizable equity grants indicate skin-in-the-game; hedging prohibited, clawback enforced on restatements—constructive governance signals .
- Vesting-driven supply: Option tranche of ~50,000 (25%) vests June 20, 2025 with monthly vest thereafter—monitor potential selling pressure windows and blackout periods given policy .
- Performance linkage: RSUs tied to market cap suggest direct pay-for-performance; disclosure lacks specific targets/weights—consider engagement for clarity on hurdle stringency .
- Downside protections: Severance economics are standard (1x salary, pro-rata bonus, COBRA, limited acceleration), with double-trigger COC acceleration per plan—moderate retention risk and not shareholder-unfriendly (no tax gross-ups disclosed) .