James Liu
About James Liu
James Liu is Vice President Accounting, Controller, Treasurer and Principal Accounting Officer at Oncocyte, appointed effective March 10, 2025; age 30; BASc from UC San Diego; Certified Public Accountant . He progressed through SEC reporting, controller, and principal accounting roles (including interim PFO) from 2021–2025 before his current appointment . Company performance context: cumulative TSR on an initial $100 investment was $13.43 (2022), $5.23 (2023), and $4.98 (2024), with net losses of $(72.9)M, $(27.8)M, and $(60.7)M respectively, which the proxy states has limited relationship to NEO pay given the early-stage profile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oncocyte | VP Accounting, Controller, Treasurer & Principal Accounting Officer | Mar 2025–present | Elevated to VP/PAO; formalized leadership over accounting, treasury, and PAO duties . |
| Oncocyte | Senior Director, Controller & PAO; interim PFO | Aug 2023–Mar 2025 | Led controllership and PAO; covered interim CFO duties during transition . |
| Oncocyte | Controller & PAO | Sep 2022–Aug 2023 | Established accounting controls and reporting cadence . |
| Oncocyte | Interim Controller | Jul 2022–Sep 2022 | Stabilized close/reporting processes . |
| Oncocyte | Manager, SEC Reporting & Compliance | Jul 2021–Jul 2022 | Built SEC reporting function . |
| Acacia Research Corporation | Accounting Manager | Nov 2020–Jul 2021 | Managed public-company accounting for an opportunistic capital platform . |
| Gatekeeper Systems | Senior Accountant | Aug 2019–Nov 2020 | Advanced cost/operations accounting for loss-prevention provider . |
| BDO USA, LLP | Senior Assurance Associate | Oct 2016–Aug 2019 | Led audit engagements; foundation in GAAP/controls . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or committee roles disclosed for Liu . |
Fixed Compensation
| Metric | 2023 | 2024 | Current (effective Mar 10, 2025) |
|---|---|---|---|
| Base Salary ($) | 191,360 | 204,457 | 225,000 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 35% |
| Actual Bonus Paid ($) | 52,900 | 63,900 | N/A (future) |
| Other Compensation ($) | 15,572 | 12,270 | Plan participation; no additional items disclosed |
Performance Compensation
Annual bonus mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate and personal performance goals | Not disclosed | 35% of base salary | $63,900 (2024) | Cash | N/A |
Equity awards and vesting detail
| Grant Date | Instrument | Quantity | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Mar 15, 2022 | Stock options (exercisable/unexercisable) | 427/73 | $23.00 | Mar 15, 2032 | Standard 25% at 12 months, then monthly over 36 months unless noted . |
| Mar 24, 2022 | Stock options (exercisable/unexercisable) | 84/29 | $27.80 | Mar 24, 2032 | Standard (as above) . |
| Sep 20, 2022 | Stock options (exercisable/unexercisable) | 2,112/1,638 | $17.74 | Sep 20, 2032 | Standard (as above) . |
| Jan 17, 2023 | Stock options (exercisable/unexercisable) | 951/1,902 | $9.26 | Jan 17, 2033 | One-third vests on Jan 17, 2024, 2025, 2026 . |
| Oct 10, 2023 | Stock options (exercisable/unexercisable) | 2,474/6,008 | $3.11 | Oct 10, 2033 | Standard (as above) . |
| May 20, 2024 | Stock options (unexercisable) | 10,000 | $2.76 | May 20, 2034 | Standard (as above) . |
| Post FY24 results (2025 grant timing) | RSUs | $60,000 grant value; shares set by closing price on grant date | — | — | Vests one-third on each of first, second, and third anniversaries of grant date, contingent on service . |
| Post FY24 results (2025 grant timing) | Stock options | 10,000 | Closing price on grant date | 10 years (plan standard) | One-third after one year, then monthly over 24 months, contingent on service . |
Notes:
- Liu also received 2024 option awards (10,000) at $2.76; confirmed in 2024 compensation table and outstanding awards .
- No PSUs/market-cap RSUs were disclosed for Liu; RSUs granted in 2025 appear as time-based .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (as of May 12, 2025) | 11,488 shares (all option-based within 60 days) |
| Ownership as % of shares outstanding | <1% of 28,599,285 shares |
| Breakdown (vested/vesting within 60 days) | 11,488 options exercisable or vesting within 60 days |
| Unvested options outstanding (selected) | 1,902 (Jan 17, 2023 grant); 6,008 (Oct 10, 2023); 10,000 (May 20, 2024) |
| RSUs outstanding | None at 12/31/2024; $60,000 RSUs granted in 2025 (post-FY24 results) |
| Hedging/derivatives policy | Company prohibits short sales, “sale against the box,” and hedging/monetization (exchange funds, prepaid variable forwards, swaps, collars, etc.) by insiders . |
| Pledging of shares | No pledging disclosures; policy text addresses hedging/monetization but does not explicitly mention pledging; none reported . |
| Ownership guidelines | Not disclosed . |
| Clawback | Adopted Nov 2023; recoupment of excess incentive compensation for 3 preceding fiscal years upon a required restatement . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Promoted to VP Accounting, Controller, Treasurer & PAO on March 4, 2025; effective March 10, 2025 . |
| Base salary | $225,000, effective March 10, 2025 . |
| Bonus | Discretionary annual bonus with target 35% of base, based on corporate/personal goals . |
| Equity grants (promotion) | One-time RSUs of $60,000 and options of 10,000; grant date/pricing tied to second full trading day after FY24 results; RSUs vest 1/3 annually over 3 years; options vest 1/3 after 1 year then monthly over 24 months . |
| Benefits | Eligible for company benefit plans . |
| Severance, change-in-control | Not disclosed for Liu in filed materials . |
| Non-compete / non-solicit | Not disclosed for Liu . |
| Garden leave, post-termination consulting | Not disclosed for Liu . |
| Legal proceedings | None required to be disclosed for executive officers . |
Investment Implications
- Alignment: Liu’s pay is modest relative to C-suite; equity is primarily time-based options and small RSU grant, creating retention incentives but limited direct “skin-in-the-game” (<1% ownership) .
- Vesting/supply overhang: Upcoming vest dates (Jan 17, 2026 tranches; 2025–2028 option/RSU schedules) may add incremental selling pressure around anniversaries, though sizes are small (e.g., 10,000 2024 options; RSUs spread over 3 years) .
- Governance safeguards: Clawback policy (restatement-triggered) and hedging restrictions reduce misalignment/abuse risk; no repricing without shareholder approval under the plan .
- Performance linkage: Liu’s bonus tied to corporate/personal goals; absent detailed quantitative targets, pay-for-performance transparency for Liu remains limited, consistent with smaller reporting company disclosures .
Overall, Liu’s compensation structure emphasizes retention and time-based vesting with conservative cash comp, minimal ownership concentration, and standard governance protections. Near-term insider selling pressure appears limited in magnitude; monitoring Form 4 filings and annual vesting dates is advisable for trading signals .