Champions Oncology Inc

This non-binding advisory proposal asks shareholders to approve the compensation disclosed for the Company’s named executive officers (NEOs) under Item 402 of Regulation S-K. Management and the Compensation Committee present this advisory vote to obtain shareholder feedback on pay policies and to demonstrate responsiveness to investor views under Dodd-Frank’s say-on-pay provisions, although the vote is advisory and not binding. The proxy statement explains that the Compensation Committee designs pay to align executive interests with long-term shareholder value through a combination of base salary, incentives, and equity awards, and believes total compensation for the NEOs is reasonable and supports retention and performance. Approval would signal shareholder support for current pay philosophies, while a negative vote would prompt the Committee to review compensation practices and consider changes. The Company notes that the Committee will consider the vote outcome when making future decisions, indicating potential responsiveness despite the advisory nature. Given recent leadership transition (new CEO in 2025) and large equity grants to align the new CEO with long-term performance, the vote also serves as a check on substantial equity-based awards disclosed in the filings. The Board recommends a “FOR” vote, framing compensation as tied to long-term growth and competitive positioning; investors should weigh the size and structure of option grants and performance conditions against metrics of company performance and dilution. Although non-binding, a significant dissent could influence future plan design, target-setting, and disclosure practices. Overall, the proposal is routine for public companies but carries governance signaling importance, especially given the material equity awards and recent executive transitions.

This advisory proposal asks shareholders to state their preferred frequency for future say-on-pay votes — once every one, two or three years — as permitted by Dodd‑Frank and Section 14A of the Exchange Act. Management recommends triennial (every three years) frequency, arguing that a longer interval provides the Compensation Committee time to implement and assess the effects of any changes to executive compensation programs and reduces short-term pressures. A biennial or annual frequency would provide more frequent shareholder feedback but could encourage short-termism or administrative burden. The vote is advisory and non-binding, but the Board states it will consider the outcome when setting future policies; a clear shareholder preference could influence Board practice even if the Board retains discretion. In this company’s context, with recent leadership transition and notable equity plan activity, management’s preference for triennial votes reflects an intention to focus on multi-year incentive design and alignment with long-term goals. Investors who prioritize regular accountability may prefer annual or biennial options to assert more frequent oversight of pay practices. The proxy indicates the Board will recommend “3 years” and urges a vote for that option, citing benefits of stability and longer-term assessment of compensation outcomes. For governance analysis, the frequency vote impacts the cadence of shareholder input into compensation and may be particularly relevant where substantial equity grants or plan changes (such as the proposed 2026 plan) are occurring.

This management proposal asks shareholders to approve a new 2026 Equity Incentive Plan that would authorize new equity awards (stock options, SARs, restricted stock, RSUs, performance awards, dividend equivalents and other awards) to employees, consultants and directors, with an initial share reserve of 2,000,000 shares plus any shares available under the prior 2021 Plan. Shareholder approval is necessary to satisfy Nasdaq listing requirements and to permit grants of incentive stock options (ISOs). The Company frames the plan as essential for attracting and retaining talent, aligning long-term employee and director interests with shareholders, and enabling competitive compensation programs; management emphasizes the plan administrator’s broad discretion over types, terms, vesting, and potential repricing restrictions (repricings require shareholder approval). The Plan contains customary features: a broad set of award vehicles, performance award mechanisms with flexible performance metrics, change-in-control provisions, anti-dilution adjustment mechanisms, limits on individual director awards, and Section 409A and tax compliance language. Approving the plan will enable management to grant awards to roughly 230 eligible participants and to register the shares on Form S-8; rejecting it would prevent future grants under the plan and limit ability to offer ISOs and other equity incentives, potentially affecting recruiting and retention. The Board unanimously recommends a FOR vote, arguing the Plan supports long-term value creation, but investors should evaluate the share reserve size, potential dilution, administrative discretion (e.g., repricing and acceleration rights), and performance metric design. Given the Company’s recent sizable equity grants to the new CEO and the limited shares remaining under prior plans, the proposed reserve and Plan mechanics are material to dilution and compensation governance assessments. Overall, approval would give the company flexibility to implement equity-based incentives but warrants scrutiny of potential dilution and governance safeguards.