Andrew Arno
About Andrew Arno
Andrew Arno, age 65, has served on Oncocyte’s Board since 2015 and has been Chairman since May 2022. He brings 30+ years of investment banking and strategic advisory experience to emerging growth companies; his background includes vice chair and managing director roles across multiple boutiques, and he holds a BS from George Washington University . The Board affirmed his independence under Nasdaq rules, and the separation of Chair and CEO roles underscores governance discipline .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unterberg Legacy Capital, LLC | Managing Member | Oct 2023–present | Merchant bank leadership; capital markets expertise |
| Special Equities Group, LLC (affiliated with Dawson James, Bradley Woods, Chardan) | Vice Chairman | 2015–2023 | Strategic advisory to emerging growth firms |
| Emerging Growth Equities | Managing Director | 2013–2015 | Investment banking leadership |
| LOMUSA Limited | President | Prior to 2013 | Investment banking leadership |
| Unterberg Capital, LLC | Co-founder; Vice Chairman & CMO | 2009–2012 | Investment advisory; capital raising |
| Merriman Capital LLC / Merriman Holdings, Inc. | Vice Chairman; Head of ECM; Director of parent | Prior period (dates not specified) | Equity capital markets oversight |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| 22nd Century Group (XXII) | Director | Current | Public biotech |
| Smith Micro Software (SMSI) | Director | Current | Public software |
| Catheter Precision (VTAK) | Director | Current | Public med device |
| Independa Inc. (private) | Director | Current | Private software |
| ComHear Inc. (private) | Chairman of the Board | Current | Private audio tech R&D |
| Asterias Biotherapeutics (acquired by LCTX) | Director | Aug 2014–Mar 2019 | Acquisition by Lineage Cell Therapeutics |
Board Governance
- Independence: The Board determined Arno is independent under Nasdaq Rule 5605(a)(2); all Board committees are comprised solely of independent directors .
- Roles and Committees:
- Chairman of the Board
- Audit Committee member
- Compensation Committee member
- Nominating/Corporate Governance Committee Chair
- Attendance: Board met 11 times in 2024; no director attended fewer than 75% of Board/committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet at least quarterly without management present .
- Risk oversight and leadership: Board separates Chair and CEO; committees chaired by independents; active oversight of financial reporting, R&D/regulatory, and related person transactions .
- Engagement: Arno was appointed as one of two proxies for the 2025 annual meeting, evidencing active engagement with shareholder process .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Chairman) | $87,177 | Paid quarterly |
| Equity – RSUs | $0 | No RSUs granted to directors in 2024 |
| Equity – Option award grant-date fair value | $120,789 | Valued under ASC 718 (Black-Scholes) |
| Total | $207,966 | Sum of cash and option fair value |
Performance Compensation
| Award Type | Quantity | Vesting | Expiration | Performance Metrics |
|---|---|---|---|---|
| Non-employee director stock options | 30,000 | Vest 1 year from grant | 10 years from grant | None; time-based vesting |
| Chairman incremental stock options | +50,000 | Vest 1 year from grant | 10 years from grant | None; time-based vesting |
The Equity Incentive Plan prohibits repricing without shareholder approval; awards are subject to the company’s clawback policy adopted Nov 2023 and equity plan clawback provisions .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public boards | XXII, SMSI, VTAK – sectors not directly competing with transplant diagnostics |
| Internal interlocks | Andrew J. Last (OCX director) was EVP/COO at Bio-Rad; OCX has commercial and collaboration arrangements with Bio-Rad and Bio-Rad invested in OCX raises; Last recused from Board discussions on the collaboration and investment . |
| Capital raises participation | Arno personally and via Unterberg Legacy Capital participated in multiple OCX financings (see Related Party Transactions) . |
Expertise & Qualifications
- Capital markets, equity capital markets leadership, and strategic advisory to emerging growth companies .
- Broad governance experience across public boards; finance orientation (but not designated Audit Committee financial expert; that designation rests with Last and Silverman) .
- Education: BS, George Washington University .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common shares held directly | 97,163 | Personal holdings |
| Common shares held via JBA Investments LLC | 7,804 | Arno is manager; shared voting/dispositive power |
| Common shares held via MJA Investments LLC | 7,804 | Arno is manager; shared voting/dispositive power |
| Options exercisable or vesting within 60 days | 56,842 | Director stock options |
| RSUs (aggregate outstanding awards) | 2,500 | As of 12/31/2024 |
| Options (aggregate outstanding awards) | 71,426 | As of 12/31/2024 |
| Total beneficial ownership (reported) | 154,005 | Less than 1% of 28,599,285 outstanding |
| Company shares outstanding (record date) | 28,599,285 | For ownership % context |
- Hedging/pledging: Insider Trading Policy prohibits short sales and hedging/monetization transactions (e.g., collars, swaps, forwards); pledging is not explicitly stated; no pledging by Arno disclosed .
Related Party Transactions (Conflict Review)
| Date | Participant | Security | Quantity | Price | Total | Notes |
|---|---|---|---|---|---|---|
| Apr 3, 2023 | Andrew Arno & affiliated parties | Common | 21,162 | $7.08 | $150,000.51 | Registered direct offering; insiders paid higher price than non-insiders |
| Apr 11, 2024 | Andrew Arno | Common | 33,898 | $2.95 | $100,000.00 | Private placement |
| Oct 2, 2024 | Unterberg Legacy Capital, LLC | Common | 33,921 | $2.948 | $100,000.00 | Private placement; Unterberg identified as related to Arno |
| Feb 7, 2025 | Unterberg Legacy Capital, LLC | Common | 36,585 | $2.05 | $75,000.00 | Private placement |
- Policy oversight: Interested Persons Transaction Policy requires Nominating/Corporate Governance Committee review/approval; Committee chaired by Arno, which raises a procedural conflict risk; Board should ensure recusal when Arno-affiliated entities transact with OCX .
Governance Assessment
- Positives:
- Clear separation of Chair/CEO roles; all committees fully independent; quarterly executive sessions .
- Strong engagement and attendance; no director below 75% and full annual meeting attendance .
- Anti-hedging policy and clawback framework; equity plan prohibits repricing without shareholder approval .
- Watch items / RED FLAGS:
- Related party financing participation by Arno and his affiliated Unterberg entity across 2023–2025; as Nominating/Corporate Governance Chair, formal recusal is advisable to avoid reviewer-participant conflict .
- Bio-Rad commercial relationship and equity participation while OCX’s director Last had senior Bio-Rad role; mitigation noted via recusal, but ongoing oversight needed .
- Director equity awards are purely time-based (no performance criteria), which may be less directly tied to shareholder outcomes compared to PSU frameworks; however, OCX signals intent to increase PSUs for executives, not directors .
Overall board effectiveness is supported by independent structure and attendance; conflict controls exist, but Arno’s dual role as transaction participant and governance committee chair demands consistent recusal and transparent committee processes to maintain investor confidence .