Joshua Riggs
About Joshua Riggs
Joshua Riggs, 43, has served as President, Chief Executive Officer, and a director of Oncocyte (now Insight Molecular Diagnostics Inc.) since February 2023; he previously was Interim CEO (Dec 2022–Feb 2023), General Manager, Transplant (Jul–Dec 2022), and Senior Director, Business Development (Aug 2020–Sep 2022). He holds a BA from Adelphi University and an MBA from the University of Mississippi . During his tenure, company total shareholder return (TSR) declined based on the pay-versus-performance table (indexed value $13.43 in 2022 → $5.23 in 2023 → $4.98 in 2024), while net losses increased from $27.8M in 2023 to $60.7M in 2024 . Strategic actions under his leadership included cost reductions, focus on transplant dd‑cfDNA assets (GraftAssure), and commercialization steps and partnerships (e.g., Bio‑Rad collaboration) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oncocyte/Insight Molecular Diagnostics | President & CEO; Director | Feb 2023–present | Restructured spend, refocused strategy; advanced dd‑cfDNA program and partnerships . |
| Oncocyte | Interim CEO | Dec 2022–Feb 2023 | Initiated restructuring and strategic refocus . |
| Oncocyte | General Manager, Transplant | Jul 2022–Dec 2022 | Led transplant franchise . |
| Oncocyte | Senior Director, Business Development | Aug 2020–Sep 2022 | Growth/business development roles . |
| Intelliger Consulting | Founder & Principal | Jan 2015–Aug 2020 | Consumer-driven healthcare consulting . |
| Bethesda Group, LLC | Principal | Jan 2016–Jul 2020 | Advisory to emerging diagnostics and investors . |
External Roles
| Body | Position | Years | Committee Roles | Independence | Attendance |
|---|---|---|---|---|---|
| Oncocyte Board | Director | Feb 2023–present | Not on committees (all committees independent) | Not independent (serving CEO/President) | Board met 11x in 2024; none of the directors attended <75% |
- Board leadership is separated: Andrew Arno is Chairman; independent directors hold all committee chairs and meet in regular executive sessions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $339,846 | $385,018 |
| Target Bonus (% of base) | 50% | 50% |
| Actual Annual Bonus Paid (USD) | $117,000 | $166,400 |
- Salary increases approved: to $400,000 effective May 20, 2024, and to $420,000 effective March 10, 2025 .
Performance Compensation
| Grant Date | Instrument | Shares | Exercise/Grant Price | Vesting | Expiration/Notes |
|---|---|---|---|---|---|
| Jan 17, 2023 | Stock Options | 4,291 exercisable / 8,582 unexercisable (split of 12,873) | $9.26 | One-third on Jan 17, 2024; one-third on Jan 17, 2025; one-third on Jan 17, 2026 | Feb 25, 2033 |
| Feb 24, 2023 | Stock Options | 3,557 exercisable / 2,263 unexercisable (5,820+) | $7.80 | Time-based (legacy grant deemed earned in 2022) | Feb 24, 2033 |
| Jun 9, 2023 | Stock Options | 6,563 exercisable / 10,936 unexercisable (17,499) | $4.26 | Time-based | Jun 9, 2033 |
| Aug 15, 2023 | Stock Options (Performance-Based) | 40,000 unexercisable | $3.34 | Vests upon achievement of predefined product/regulatory goals | Aug 15, 2033 |
| May 20, 2024 | Stock Options | 90,000 unexercisable | $2.76 | Time-based | May 20, 2034 |
| Jun 9, 2023 (Employment Agreement “CEO Options”) | Stock Options | 350,000 | $2.76 | 25% vested Jun 9, 2024; remainder in 36 monthly installments, subject to continued service | 10-year term |
Notes and governance:
- Equity plan prohibits option/SAR repricing without shareholder approval, a key shareholder-friendly guardrail .
- The plan’s performance goals can be financial or milestone-based (e.g., clinical/regulatory events), supporting pay-for-performance structures .
Equity Ownership & Alignment
| Category (as of May 12, 2025) | Amount |
|---|---|
| Direct/Common Shares | 3,505 |
| Options (vested or vesting within 60 days) | 69,562 |
| Total Beneficial Ownership | 73,067 |
| Ownership as % of Outstanding | <1% of 28,599,285 shares |
| Hedging/Pledging | Policy prohibits hedging and short sales/derivatives; no pledging disclosure noted |
| Ownership Guidelines | Not disclosed in the proxy |
Employment Terms
| Provision | Details |
|---|---|
| Agreement | Amended and Restated Employment Agreement dated June 6, 2023 (effective May 1, 2023); amended July 13, 2023 |
| Base, Bonus | Base salary and 50% target bonus; base raised to $400k (May 20, 2024) and $420k (Mar 10, 2025) |
| Severance (No Cause/Good Reason) | 12 months base salary (lump sum or installments); pro‑rated annual bonus based on actual performance; up to 12 months health premium reimbursement; accelerated vesting of the next tranche of any outstanding time-based equity |
| Death/Disability/Cause/Voluntary w/o Good Reason | Accrued obligations only |
| Change of Control Equity Treatment | Plan allows double-trigger acceleration (termination without Cause or for Good Reason following a change in control) for options/RSUs; Committee discretion on treatment and potential cash-out; definition of “Change in Control” provided in plan |
| Clawback | Company adopted a Dodd‑Frank–compliant Clawback Policy in Nov 2023 |
| Restrictive Covenants | Non‑solicitation, competitive activities (non‑compete scope not quantified), non‑publicity, non‑disparagement, cooperation; standard invention assignment and indemnification |
Tax considerations:
- Plan discloses potential 280G excise tax implications for accelerated vesting upon a change in control .
Performance & Track Record
- Transplant portfolio execution: GraftAssureCore (Kidney) analytically/clinically validated; Medicare MolDx positive coverage Aug 2023; additional Medicare coverage confirmed for certain high‑risk patients Dec 2024; RUO kit (GraftAssureIQ) launch to expand decentralized testing .
- Bio‑Rad collaboration: April 5, 2024 Collaboration Agreement to co-develop/commercialize RUO and IVD kitted transplant products on Bio‑Rad ddPCR; includes royalties and options for exclusive promotion; Bio‑Rad invested via company financings .
- Regulatory/commercial timeline: Management reiterated preparations for mid‑2026 launch, progress with FDA review buffer assumptions, and ongoing clinical enrollment; five sites actively enrolling; focus on engagement/utilization and Nashville lab revenue .
- Strategic reset: Board credited Riggs for cost reductions and strategic refocus upon appointment as CEO .
Board Governance
- Board independence: Three independent directors (Arno, Last, Silverman); Riggs is not independent .
- Committee structure: Audit (Last—Chair; Arno; Silverman), Compensation (Silverman—Chair; Arno; Last), Nominating/Governance (Arno—Chair; Last; Silverman); all independent .
- Executive sessions: Non‑management directors meet at least quarterly .
- Insider trading policy: Prohibits hedging and short sales/derivatives .
- Equity plan: Repricing prohibited without shareholder approval; increased share reserve to 3.8M approved by shareholders on June 27, 2025 .
Director Compensation (Context)
- Employee directors (incl. Riggs) receive no additional director fees; non‑employee directors received cash retainers ($77,177; Chair $87,177) and annual option grants (30,000; Chair +50,000) with 1‑year vesting .
Pay vs Performance (Company Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Indexed $100) | $13.43 | $5.23 | $4.98 |
| Net (Loss) | $(72,902) | $(27,781) | $(60,663) |
| Net Loss (10‑K narrative) | — | $(27.8) million | $(60.7) million |
Note: TSR and net loss figures as presented in the proxy’s Item 402(v) table; 10‑K provides net loss context for 2023 and 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory say‑on‑pay passed: For 18,063,639; Against 28,647; Abstain 12,010; Broker non‑votes 2,904,664 .
- Directors, including Riggs, were re‑elected with strong support (Riggs: 18,094,181 For; 6,225 Against; 3,890 Abstain) .
Risk Indicators & Red Flags
- Related‑party transactions: None involving Riggs requiring Item 404(a) disclosure at appointment .
- Hedging/derivatives: Prohibited by policy .
- Option repricing: Prohibited without shareholder approval .
- Regulatory risk: FDA LDT rule introduces compliance/premarket review phases; company disclosed potential commercialization delays/requirements .
Compensation Committee & Consultants
- Compensation Committee (Silverman—Chair; Arno; Last) oversees executive pay and equity plans; may use compensation consultants; general practice avoids dual-advisory conflicts (both management and committee) .
Equity & Financing Context (Alignment/Dilution)
- Equity Incentive Plan share pool increased to 3,800,000 (approved Jun 27, 2025) to support greater use of performance‑based RSUs and options .
- Major holders include Broadwood Partners (40.4%), Smith Trust (11.4%), AWM (10.0%), and Bio‑Rad (9.7%) as of May 12, 2025 .
Investment Implications
- Alignment: Riggs’ meaningful option exposure (time‑ and performance‑based, including large 350,000 “CEO Options” vesting monthly post‑1‑year cliff) ties upside to share appreciation and milestone execution; clawback and hedging prohibitions strengthen alignment .
- Retention risk: Severance provides 12 months’ base and pro‑rated bonus with tranche‑level acceleration (not full acceleration), which is moderate versus small‑cap medtech norms; double‑trigger provisions protect in CoC scenarios without single‑trigger windfalls .
- Overhang/dilution: Share pool expansion to 3.8M and ongoing option grants are necessary for talent retention but create dilution risk; shareholder approval and repricing prohibition mitigate governance concerns .
- Execution risk: Despite strategic progress (coverage, RUO launch, Bio‑Rad partnership), TSR trends and widening 2024 loss highlight the need for regulatory and commercial catalysts (e.g., FDA progress, mid‑2026 launch) to realign pay and performance optics .
Overall: Compensation design emphasizes equity at risk with milestone‑tied grants and moderate severance, appropriate for a pre‑revenue diagnostics company. Watch vesting cadence (monthly post‑cliff), equity usage under the enlarged plan, and regulatory/commercial milestones that could convert equity incentives into realized value or, conversely, extend dilution without commensurate performance .