Andrew Last
About Andrew J. Last
Andrew J. Last, age 65, has served as an independent director of Oncocyte Corporation since December 2015, bringing extensive senior operating experience in genomics and life sciences and formal designation as an audit committee financial expert. He holds a PhD and MS from Cranfield University (specializations in Agrochemical Chemicals and Bio‑Aeronautics) and a BS in Biological Sciences from the University of Leicester; recent roles include EVP/COO of Bio‑Rad Laboratories (2019–2024) and board member at CellChorus Inc. (since 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bio‑Rad Laboratories, Inc. | Executive Vice President & Chief Operating Officer | 2019–2024 | Led global operations in diagnostics and life sciences; retired Sept 6, 2024 |
| Berkeley Lights Inc. | Chief Commercial Officer | Dec 2017–Apr 2019 | Commercial leadership in digital cell biology |
| Intrexon Corporation | Chief Operating Officer | Aug 2016–Dec 2017 | Operations for synthetic biology initiatives |
| Affymetrix | EVP & Chief Operating Officer | 2010–2016 | Commercialization, operational scale‑up in genomics |
| BD Biosciences / Pharmingen | VP Global & Strategic Marketing; GM Pharmingen | 2004–2010 | Strategic marketing and business unit leadership |
| Applied Biosystems | VP & GM; VP Marketing | 2002–2004 | Business management in applied genomics |
| Earlier career | Incyte Genomics; Monsanto | Various management positions | 1990s–2000s |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CellChorus Inc. | Director | Since 2023 | AI‑driven cell performance analytics; private technology company |
Board Governance
- Independence: The Board determined Andrew J. Last is independent under Nasdaq Rule 5605(a)(2); he serves on all independent committees .
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member); Nominating/Corporate Governance Committee (Member) .
- Attendance and engagement: Board met 11 times in FY2024; no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet at least quarterly in executive session without management .
- Risk oversight and governance policies: Formal Clawback Policy adopted Nov 2023; Insider Trading Policy prohibits short sales and hedging/monetization transactions; related‑party transactions overseen by the Nominating/Corporate Governance Committee .
Fixed Compensation
| Component | Amount/Structure | Vesting/Term | FY2024 Value (Andrew J. Last) |
|---|---|---|---|
| Annual cash retainer (non‑employee directors) | $77,177 | N/A | $77,177 |
| Chairman of Board cash retainer | $87,177 (Chairman only; not applicable to Last) | N/A | N/A |
| Annual equity grant (non‑employee directors) | Options to purchase 30,000 shares; no RSUs | Options vest one year from grant (or until next annual meeting); 10‑year term | Option grant date fair value: $74,187; Stock awards: $0; Total comp: $151,364 |
| Payment cadence | Cash fees quarterly | N/A | N/A |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director equity awards were time‑based options (no PSUs/RSUs for directors in 2024) |
Other Directorships & Interlocks
| Entity | Nature of Interlock/Transaction | Governance Handling | Details |
|---|---|---|---|
| Bio‑Rad Laboratories, Inc. | Significant shareholder and commercial counterparty (equipment purchases, leases, collaboration; investments in OCX financings) | Dr. Last recused himself from all Board discussions regarding the April 2024 Collaboration Agreement and Bio‑Rad investment | Equipment/expenses in 2023/2024; finance leases; April 5, 2024 Collaboration Agreement; Bio‑Rad participated in Oct 2024 and Feb 2025 financings |
Expertise & Qualifications
- Audit and finance: Designated “audit committee financial expert”; chairs Audit Committee .
- Industry domain: Decades of senior operating roles commercializing genomics and diagnostic products globally .
- Education: PhD and MS (Cranfield University); BS Biological Sciences (University of Leicester) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (incl. options exercisable within 60 days) | 53,685 shares | Less than 1% of outstanding |
| Common shares owned | 4,509 | From beneficial ownership table |
| Options (vested or vesting within 60 days) | 49,176 | Included in beneficial ownership figure |
| RSUs outstanding (as of 12/31/2024) | 2,000 | Aggregate RSUs held by Last |
| Options outstanding (as of 12/31/2024) | 49,176 | Aggregate options held by Last |
| Hedging policy | Company prohibits short sales and hedging/monetization transactions for directors/officers |
Governance Assessment
- Board effectiveness: Last’s audit chair role and “financial expert” designation strengthen oversight of reporting, internal controls, and financing activities; FY2024 committee cadence (Audit: 4; Compensation: 9; Nominating: 5) indicates active governance .
- Conflicts management: Material interlock with Bio‑Rad (commercial and financing ties) is a potential conflict; mitigation steps include formal recusal by Last and committee oversight via the Related Person Transaction Policy—important to monitor ongoing transactions for arm’s‑length terms and disclosure robustness .
- Alignment and incentives: Director pay mix is modest cash plus time‑based options; no director performance‑linked equity (PSUs) in 2024, which limits pay‑for‑performance signals at the board level, though executive equity program emphasizes PSUs going forward per plan commentary .
- Attendance/engagement: Strong meeting attendance and quarterly independent executive sessions support board discipline; independence affirmed under Nasdaq rules .
Red Flags to monitor
- Related‑party exposure with Bio‑Rad given historical senior employment and ongoing commercial ties (ensure continued recusals, independent review, competitive terms) .
- Concentrated shareholder base (e.g., Broadwood >40%) can influence governance dynamics; while not director‑specific, it raises control and alignment considerations for board decisions .