Volitionrx Ltd PRE 14A, filed Apr 26, 2024

Volitionrx Ltd (VNRX)

PRE 14A 2024-04-26 For: 2024-07-02

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☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

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☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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4.	*Approval* *of Amendment to Restated Certificate to Increase Authorized Shares*. To approve an amendment to our Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock, $0.001 par value per share, from 100,000,000 to 175,000,000;

5.	*Approval of 2024 Stock Incentive Plan*. Contingent upon approval of Proposal 4, to approve the Company’s 2024 Stock Incentive Plan; and

GENERAL INFORMATION		1
ABOUT THE MEETING		1
VOTING INFORMATION		3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		6
DIRECTORS AND EXECUTIVE OFFICERS		8
CORPORATE GOVERNANCE OF THE COMPANY		12
Corporate Governance Practices and Policies		12
Director Independence		12
Board Composition and Attributes		12
Term of Office for Directors and Officers		13
Family Relationships		13
Certain Arrangements and Understandings		13
Involvement in Certain Legal Proceedings		13
Board and Committee Meetings; Annual Meeting Attendance		14
Committees of the Board of Directors		14
Nominating Procedures		16
Board Leadership Structure and Role in Risk Oversight		16
Communications with the Board of Directors		17
Stockholder Engagement		17
Code of Ethics		18
Employee, Director and Officer Hedging		18
Transactions with Related Persons		18
Policy on the Review, Approval or Ratification of Transactions with Related Persons		18
REPORT OF THE AUDIT COMMITTEE		19
COMPENSATION OF NAMED EXECUTIVE OFFICERS		20
Summary Compensation Table		20
Employment and Consulting Agreements		21
Role of Executive Officers with Compensation Decisions		22
Compensation Consultant		22
Outstanding Equity Awards Tables		22
Long-Term Incentive Plans		25
Severance and Change of Control Benefits		25
Pay Versus Performance Disclosure		26
PROPOSAL 1 — ELECTION OF DIRECTORS		29
PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		34
PROPOSAL 3 — NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		36
PROPOSAL 4 — APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE TO INCREASE AUTHORIZED SHARES		38
PROPOSAL 5 — APPROVAL OF 2024 STOCK INCENTIVE PLAN		40
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON		46
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS		46
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING		46
WHERE YOU CAN GET ADDITIONAL INFORMATION		46
DELINQUENT SECTION 16(a) REPORTS		46
OTHER MATTERS		47

	1.	“FOR” the election of each of the following six director nominees: Dr. Phillip Barnes, Dr. Alan Colman, Mickie Henshall, Guy Innes, Kim Nguyen and Cameron Reynolds to serve until the next annual meeting of stockholders, and until each such director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal;

	2.	“FOR” the ratification of the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2024;

	3.	“FOR” the approval, by a non-binding advisory vote, of the compensation of our named executive officers, as disclosed in the Compensation of Named Executive Officers section of this Proxy Statement;

	4.	“FOR” the approval of an amendment to the Restated Certificate, or the Amendment to the Restated Certificate, to increase the number of authorized shares of our common stock, $0.001 par value per share, from 100,000,000 to 175,000,000; and

	5.	“FOR” the approval of the Company’s 2024 Stock Incentive Plan, or the 2024 Plan.

	By order of the Board of Directors

	/s/ Cameron Reynolds
	Cameron Reynolds President, Chief Executive Officer and Director

	2.	Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 2). The ratification of the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2024 requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted. Accordingly, an abstention will have the same effect as a vote “AGAINST” this Proposal. The ratification of the selection of Sadler, Gibb & Associates, LLC is a routine matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the ratification of the selection of Sadler, Gibb & Associates, LLC, your broker may use its discretion to vote your uninstructed shares on this Proposal. Accordingly, broker non-votes are not expected for this Proposal.

	3.	Non-Binding Advisory Vote, to Approve Named Executive Officer Compensation (Proposal 3). The approval, by a non-binding advisory vote, of the compensation of our named executive officers, as disclosed in the Compensation of Named Executive Officers section of this Proxy Statement, requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted. Accordingly, an abstention will have the same effect as a vote “AGAINST” this Proposal. The advisory vote on compensation is a non-routine matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the advisory vote on compensation, your broker is not permitted to vote your uninstructed shares on this Proposal and your votes will be counted as broker non-votes. Broker non-votes, if any, will have no effect on the outcome of this Proposal.

	4.	Approval of Amendment to Restated Certificate to Increase Authorized Shares (Proposal 4). The approval of the Amendment to the Restated Certificate requires that the votes cast for the Amendment exceed the votes cast against the Amendment. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted or counted as a vote cast and will have no effect on the outcome of this Proposal. The approval of the Amendment to the Restated Certificate is a routine matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the approval of the Amendment to the Restated Certificate, your broker may use its discretion to vote your uninstructed shares on this Proposal. Accordingly, broker non-votes are not expected for this Proposal.

	5.	Approval of 2024 Stock Incentive Plan (Proposal 5). Contingent upon the approval or Proposal 4, the approval of the 2024 Plan requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. A properly executed proxy marked “ABSTAIN” with respect to such matter will not be voted. Accordingly, an abstention will have the same effect as a vote “AGAINST” this Proposal. The approval of the 2024 Plan is a non-routine matter under applicable stock exchange rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the approval of the 2024 Plan, your broker is not permitted to vote your uninstructed shares on this Proposal and your votes will be counted as broker non-votes. Broker non-votes, if any, will have no effect on the outcome of this Proposal.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (#)		Percent of Class⁽¹⁾ (%)
Directors and Named Executive Officers:
Dr. Phillip Barnes⁽²⁾		38,321	*
Dr. Salvatore Thomas Butera⁽³⁾		287,957	*
Dr. Alan Colman⁽⁴⁾		316,232	*
Dr. Martin Faulkes⁽⁵⁾		2,367,139		2.9	%
Dr. Edward Futcher⁽⁶⁾		481,571	*
Mickie Henshall⁽⁷⁾		11,206	*
Guy Innes⁽⁸⁾		2,734,810		3.3	%
Dr. Gaetan Michel⁽⁹⁾		123,612	*
Kim Nguyen⁽¹⁰⁾		66,377	*
Cameron Reynolds⁽¹¹⁾		2,868,465		3.5	%
All Directors and Executive Officers as a Group (18 Persons)⁽¹²⁾		11,061,057		12.9	%

More Than 5% Stockholders:
Eight Corporation Limited⁽¹³⁾		12,005,332		14.6	%
c/o Crowe Morgan 8 St. George’s Street Douglas, Isle of Man IM1 1AH

*	Represents ownership of less than 1.0%

(1)	For purposes of this table, the percent of class is based upon 82,108,972 shares of our common stock issued and outstanding as of April 1, 2024. Shares of common stock subject to stock options or warrants currently exercisable, or exercisable within 60 days of April 1, 2024, and restricted stock units which may be settled within 60 days of April 1, 2024, are deemed beneficially owned and outstanding for computing the percentage ownership of the person or entity holding such securities, but are not considered outstanding for computing the percentage ownership of any other person or entity.

(2)	Dr. Barnes’ beneficial ownership includes direct ownership of (i) 14,686 shares of common stock and (ii) options to purchase 23,635 shares of common stock that are exercisable within 60 days of April 1, 2024.

(3)	Dr. Butera’s beneficial ownership includes direct ownership of (i) 185,557 shares of common stock, (ii) options to purchase 52,400 shares of common stock that are exercisable within 60 days and (iii) restricted stock units for 50,000 shares of common stock that may be settled within 60 days of April 1, 2024.

(4)	Dr. Colman’s beneficial ownership includes direct ownership of (i) 168,279 shares of common stock and (ii) options to purchase 147,953 shares of common stock that are exercisable within 60 days of April 1, 2024.

(5)	Dr. Faulkes’ beneficial ownership includes direct ownership of (i) 1,591,682 shares of common stock and (ii) options to purchase 419,457 shares of common stock that are exercisable within 60 days of April 1, 2024. Dr. Faulkes’ beneficial ownership also includes indirect ownership of 356,000 shares of common stock held directly by The Dill Faulkes Educational Trust Limited, or DFET. Dr. Faulkes serves as the chairman, and as a director and trustee of DFET, and shares voting and dispositive control over such shares. On December 8, 2015, Dr. Faulkes pledged 12,500 shares of common stock owned directly by him to secure a loan. Dr. Faulkes will not be standing for re-election to our board of directors at the Annual Meeting or continuing in his role as Executive Chairman following such meeting.

(6)	Dr. Futcher’s beneficial ownership includes direct ownership of (i) 61,936 shares of common stock and (ii) options to purchase 63,635 shares of common stock that are exercisable within 60 days of April 1, 2024. Dr. Futcher’s beneficial ownership also includes indirect ownership of 356,000 shares of common stock held directly by DFET. Dr. Futcher serves as a director and a trustee of DFET and shares voting and dispositive control over such shares. Dr. Futcher will not be standing for re-election to our board of directors at the Annual Meeting.

(7)	Ms. Henshall’s beneficial ownership consists of direct ownership of 11,206 shares of common stock. Ms. Henshall does not hold any options, warrants or restricted stock units that may be exercised or settled within 60 days of April 1, 2024.

(8)	Mr. Innes’ beneficial ownership includes direct ownership of (i) 617,161 shares of common stock and (ii) options to purchase 143,635 shares of common stock that are exercisable within 60 days of April 1, 2024. Mr. Innes’ beneficial ownership also includes indirect ownership of (x) 618,014 shares of common stock held directly by Mr. Innes’ children, (y) 1,000,000 shares of common stock held directly by The Innes Family Bare Trust 2023, of which the Mr. Innes is the trustee, for the benefit of his children, and (z) 356,000 shares of common stock held directly by DFET. Mr. Innes serves as a director and a trustee of DFET and shares voting and dispositive control over such shares.

(9)	Dr. Michel’s beneficial ownership includes direct ownership of (i) 48,252 shares of common stock and (ii) options to purchase 75,360 shares of common stock that are exercisable within 60 days of April 1, 2024.

(10)	Ms. Nguyen’s beneficial ownership includes direct ownership of (i) 27,186 shares of common stock and (ii) options to purchase 8,635 shares of common stock that are exercisable within 60 days of April 1, 2024. Ms. Nguyen’s beneficial ownership also includes indirect ownership of 30,556 shares of common stock held directly by Ms. Nguyen’s spouse.

(11)	Mr. Reynolds’ beneficial ownership includes direct ownership of (i) 1,245,185 shares of common stock and (ii) options to purchase 581,486 shares of common stock that are exercisable within 60 days of April 1, 2024. Mr. Reynolds’ beneficial ownership also includes indirect ownership of (x) 34,076 shares of common stock held directly by Mr. Reynolds’ spouse and (y) 1,007,718 shares of common stock held directly by Concord International, Inc., of which Mr. Reynolds is the majority stockholder. Mr. Reynolds shares voting and dispositive control over such shares.

(12)	The number of directors and executive officers as a group includes 2 executive officers of the Company’s subsidiaries. The amount beneficially owned by the directors and executive officers as a group consists of an aggregate of (i) 7,703,955 shares of common stock, (ii) options to purchase 2,997,102 shares of common stock that are exercisable within 60 days of April 1, 2024, (iii) restricted stock units for 50,000 shares of common stock that may be settled within 60 days of April 1, 2024, and (iii) warrants to purchase 310,000 shares of common stock that are exercisable within 60 days of April 1, 2024.

(13)	Based on the information contained in the Form 4 filed with the SEC on January 3, 2024, Eight Corporation Limited, or Eight, which is a director of Cotterford Company Limited, or Cotterford, and Hever Investments Limited, or Hever, beneficially owns 12,005,332 shares of common stock, including those held by Cotterford and Hever. Amy Slee is a director of Eight and Hever and holds dispositive and voting control over the shares of common stock beneficially owned by Cotterford and Hever.

Name	Age	Position(s) with the Company	Officer/Director Since
Cameron Reynolds	53	President Chief Executive Officer Director	October 6, 2011 October 6, 2011 October 6, 2011
Terig Hughes	54	Chief Financial Officer Treasurer	February 1, 2021 February 1, 2021
Dr. Gaetan Michel	51	Chief Operating Officer	February 1, 2021
Dr. Jacob Micallef	67	Chief Scientific Officer	January 1, 2015
Dr. Andrew Retter	47	Chief Medical Officer	April 1, 2024
Gael Forterre	43	Chief Commercial Officer	February 1, 2021
Nicholas Plummer	53	Group General Counsel	November 1, 2021
Louise Batchelor	53	Group Chief Marketing & Communications Officer	September 12, 2022
Rodney Rootsaert	52	Corporate Secretary	October 6, 2011
Dr. Salvatore Thomas Butera	73	Chief Executive Officer, Volition Vet	May 1, 2021
Dr. Jasmine Kway	52	Chief Executive Officer, Singapore Volition	June 1, 2018
Dr. Martin Faulkes⁽¹⁾	80	Executive Chairman Director	October 6, 2011 October 6, 2011
Dr. Phillip Barnes⁽²⁾⁽³⁾	62	Director	October 9, 2019
Dr. Alan Colman⁽²⁾	75	Director	October 6, 2011
Dr. Edward Futcher^(2)(4)(5)	69	Director	June 23, 2016
Mickie Henshall⁽³⁾⁽⁴⁾	52	Director	August 15, 2022
Guy Innes⁽²⁾⁽⁴⁾	67	Director	October 6, 2011
Kim Nguyen⁽³⁾⁽⁴⁾	47	Director	March 25, 2021

(1)	Dr. Faulkes, our Executive Chairman and director, is not standing for re-election at our Annual Meeting or continuing in his role as Executive Chairman following such meeting.

(2)	Member of the Audit Committee

(3)	Member of the Compensation Committee

(4)	Member of the Nominations and Governance Committee

(5)	Dr. Futcher, a director who currently serves as a member of our Audit and Nominations and Governance Committees, is not standing for re-election at our Annual Meeting.

Board Diversity Matrix

Ethnic Diversity	Well-Balanced Mix of Tenures	Independence

Gender Diversity	Director’s Age – Average			Active Board Refreshment

	40-54	55-70	71+
	3 directors	3 directors	2 directors
	37.5%	37.5%	25%	Over the last 5 years, 3 new directors have joined the board.

	·	appointing, terminating, compensating and overseeing the work of any independent auditor engaged to prepare or issue an audit report or other audit, review or attest services;

	·	reviewing all audit and non-audit services to be performed by the independent auditor, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining the independent auditor’s independence;

	·	reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and internal controls and the audits of our financial statements;

	·	establishing and overseeing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by our employees regarding questionable accounting or auditing matters;

	·	investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisors as the Audit Committee deems necessary;

	·	determining compensation of the independent auditors and of advisors hired by the Audit Committee and ordinary administrative expenses;

	·	reviewing and discussing with management and the independent auditor the annual and quarterly financial statements prior to their release;

	·	monitoring and evaluating the independent auditor’s qualifications, performance and independence on an ongoing basis;

	·	reviewing reports to management prepared by the internal audit function, as well as management’s response;

	·	reviewing and assessing the adequacy of the Audit Committee’s formal written charter on an annual basis;

	·	review risks relating to financial statements, the auditing and financial reporting process, liquidity risks and market risks;

	·	oversee and review the adequacy of the Company’s cybersecurity, information and technology security, and data privacy programs, procedures, and policies;

	·	reviewing and approving transactions with related persons for potential conflict of interest situations on an ongoing basis; and

	·	overseeing such other matters that are specifically delegated to the Audit Committee by our board of directors from time to time.

	·	developing, reviewing, and approving our overall compensation programs for directors and officers, and regularly reporting to the full board of directors regarding the adoption of such programs;

	·	developing, reviewing and approving our cash and equity incentive plans, including approving individual grants or awards thereunder;

	·	reviewing and approving individual and company performance goals and objectives that may be relevant to the compensation of executive officers and other key employees;

	·	reviewing and discussing with management the tables and narrative discussion regarding executive officer and director compensation to be included in the annual proxy statement;

	·	reviewing and assessing periodically, the adequacy of the Compensation Committee’s formal written charter;

	·	preparing the annual Compensation Committee Report;

	·	approving the adoption of, and revisions to, or the termination of our Clawback and Forfeiture Policy; and

	·	overseeing such other matters that are specifically delegated to the Compensation Committee by our board of directors from time to time.

	·	identifying and screening candidates for our board of directors, and recommending nominees for election as directors;

	·	developing policies and procedures for identifying, evaluating, and recommending director candidates, including consideration of nominees recommended by stockholders;

	·	developing and recommending to the Board criteria for Board membership, which shall include specific minimum qualifications;

	·	assessing, on an annual basis, the performance of the board of directors and any committee thereof;

	·	reviewing the structure of the board of directors’ committees and recommending to the board of directors, for its approval, directors to serve as members of each committee, including each committee’s respective chair, if applicable;

	·	establishing and periodically review the Company’s succession plans for the Board and senior management positions;

	·	reviewing and assessing, on an annual basis, the adequacy of the Nominations and Governance Committee’s formal written charter;

	·	evaluating whether any position held or proposed to be held by any new or existing director would represent a conflict of interest with such director’s membership on the Board or any committee;

	·	assisting the Board in providing oversight and guidance with regard to sustainability and ESG matters, including by reviewing and evaluating the Company’s programs, practices, and reporting related to ESG issues and impacts to support the sustainable growth of the Company’s business; and

	·	generally advising our board of directors on corporate governance and related matters including, without limitation, with respect to the Company’s Restated Certificate, Amended and Restated Bylaws, or the Restated Bylaws, and charters of other committees.

	·	engaged internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing our system of internal controls necessary to mitigate the risks identified;

	·	prepared written documentation of our internal control policies and procedures;

	·	increased personnel resources and technical accounting expertise within the accounting function to replace our outside service providers; and

	·	until we have sufficient technical accounting resources, we have engaged external consultants to provide support and to assist us in our evaluation of more complex applications of the generally accepted accounting principles in the United States.

	Guy Innes, Chair
	Dr. Phillip Barnes
	Dr. Alan Colman
	Dr. Edward Futcher

Name and Principal Position	Year Ended December 31,	Salary ($)	Bonus ($)	Fees ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽²⁾	All Other Compensation ($)		Total ($)
Cameron Reynolds⁽³⁾	2023	391,011	39,495	115,219⁽⁴⁾⁽⁵⁾	174,202	26,297	26,709		772,933
President and Chief Executive Officer	2022	—	—	509,824⁽⁴⁾⁽⁵⁾	124,782	97,165	28,840	⁽⁴⁾	760,611
Dr. Gaetan Michel⁽⁶⁾	2023	394,689	58,940	35,436⁽⁷⁾⁽⁸⁾	125,406	24,253	29,084		667,808
Chief Operating Officer	2022	331,201	54,734	31,981⁽⁷⁾⁽⁸⁾	100,157	80,397	27,143		625,613
Dr. Salvatore Thomas Butera⁽⁹⁾	2023	332,753	128,600	—	127,474	15,062	15,900		619,789
Chief Executive Officer, Volition Vet	2022	297,667	100,000	—	206,305	55,653	16,467		676,092

(1)	Amounts listed include the value of granted performance-based restricted stock units not yet deemed earned.

(2)	All option and warrant award amounts have been calculated based upon the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in valuing the option and warrant awards can be found in Note 8 of the “Notes to the Consolidated Financial Statements” included in Item 8 of the Company’s 2023 Annual Report. The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our named executive officers with respect to the options and warrants.

(3)	Mr. Reynolds’ salary for the year ended December 31, 2023, was determined pursuant to the Reynolds Employment Agreement (for the period and as described in the section entitled Employment and Consulting Agreements). The amount disclosed under Bonus reflects one month’s salary paid to Mr. Reynolds as a bonus for the year ended December 31, 2023, payable upon the achievement of certain specified corporate goals. On October 4, 2022, Mr. Reynolds was granted a restricted stock unit award for 89,000 shares of common stock of VolitionRx under the 2015 Stock Incentive Plan, as amended, or the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Mr. Reynolds’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On October 4, 2022, Mr. Reynolds was also granted a restricted stock unit award for 200,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all. On September 28, 2023, Mr. Reynolds was granted a restricted stock unit award for 118,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Mr. Reynolds’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On October 19, 2023, Mr. Reynolds was also granted a restricted stock unit award for 200,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all. The amounts disclosed under All Other Compensation consist of (i) reimbursement of $13,794 by Singapore Volition for the premiums of a health insurance policy for Mr. Reynolds and his dependents, plus $12,915 paid by Singapore Volition towards Mr. Reynolds’ personal pension scheme during the year ended December 31, 2023, and (ii) $19,125 in relocation expenses plus reimbursement of $9,715 by Singapore Volition for the premiums of a health insurance policy for Mr. Reynolds and his dependents, during the year ended December 31, 2022.

(4)	These amounts were paid in Singapore Dollars at an average exchange rate of $0.74 USD to $1 SGD and of $0.73 USD to $1 SGD for the years ended December 31, 2023 and 2022, respectively.

(5)	This amount was paid to PB Commodities Pte. Ltd., or PB Commodities, for the provision of the services of Mr. Reynolds as Group Chief Executive Officer, pursuant to the Reynolds Consulting Agreement (for the period and as described in the section entitled Employment and Consulting Agreements). The amount disclosed under Fees includes a bonus, paid to PB Commodities upon the achievement of certain specified corporate goals, equal to (i) one month’s fees payable under the Reynolds Consulting Agreement for the year ended December 31, 2023, and (ii) two months’ fees payable under the Reynolds Consulting Agreement for the year ended December 31, 2022.

(6)	Dr. Michel’s salary for the year ended December 31, 2023 and 2022, was determined pursuant to the Michel Employment Agreement (as described in the section entitled Employment and Consulting Agreements). The amount disclosed under Bonus reflects two months’ salary paid to Dr. Michel as a bonus, upon the achievement of certain specified corporate goals, for each of the years ended December 31, 2023 and 2022, respectively. On October 4, 2022, Dr. Michel was granted a restricted stock unit award for 74,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Michel’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On October 4, 2022, Dr. Michel was also granted a restricted stock unit award for 100,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all. On September 28, 2023, Dr. Michel was granted a restricted stock unit award for 101,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Michel’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On October 19, 2023, Dr. Michel was also granted a restricted stock unit award for 100,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of A closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all. The amounts disclosed under All Other Compensation consist of (i) $19,184 paid by Volition America for the premiums of a health insurance policy for Dr. Michel and his dependents, plus $9,900 in contributions made by Volition America to Dr. Michel’s 401(k) pension plan during the year ended December 31, 2023, and (ii) $17,993 paid by Volition America for the premiums of a health insurance policy for Dr. Michel and his dependents, plus $9,150 in contributions made by Volition America to Dr. Michel’s 401(k) pension plan during the year ended December 31, 2022.

(7)	These amounts were paid in Euros at an average exchange rate of $1.08 USD to €1 and of $1.05 USD to €1 for the years ended December 31, 2023 and 2022, respectively.

(8)	This amount was paid to 3F Management SPRL, or 3F Management, for the provision of the services of Dr. Michel as Chief Executive Officer of Volition Global Services, pursuant to the Michel Consulting Agreement (as described in the section entitled Employment and Consulting Agreements). The amount disclosed under Fees includes a bonus, paid to 3F Management upon the achievement of certain specified corporate goals, equal to two months’ fees payable under the Michel Consulting Agreement for each of the years ended December 31, 2023 and 2022, respectively.

(9)	Dr. Butera’s salary for the years ended December 31, 2023 and 2022, was determined pursuant to the Butera Employment Agreement (as described in the section entitled Employment and Consulting Agreements). The amount disclosed under Bonus reflects an annual cash bonus of up to 40% of his base salary. On October 4, 2022, Dr. Butera was granted a restricted stock unit award for 64,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Butera’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On September 28, 2023, Dr. Butera was granted a restricted stock unit award for 85,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Butera’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. The amounts disclosed under All Other Compensation consist of (i) $6,000 paid by Volition Vet for the premiums of a health insurance policy for Dr. Butera and his dependents, plus $9,900 in contributions made by Volition Vet to Dr. Butera’s 401(k) pension plan during the year ended December 31, 2023, and (ii) $7,317 paid by Volition Vet for the premiums of a health insurance policy for Dr. Butera and his dependents, plus $9,150 in contributions made by Volition Vet to Dr. Butera’s 401(k) pension plan during the year ended December 31, 2022.

	Equity Incentive Plan Awards: Restricted Stock Units
Name	Grant Date	Number of Shares units or other rights unvested		Market Value of Shares, units or other rights unvested⁽¹⁾
Cameron Reynolds	October 4, 2022⁽²⁾		59,333		$42,542
	October 4, 2022⁽³⁾		200,000		$143,400
	September 28, 2023⁽⁴⁾		118,000		$84,606
	October 19, 2023⁽⁵⁾		200,000		$143,400
Dr. Gaetan Michel	October 4, 2022⁽⁶⁾		49,333		$35,372
	October 4, 2022⁽⁷⁾		100,000		$71,700
	September 28, 2023⁽⁸⁾		101,000		$72,417
	October 19, 2023⁽⁹⁾		100,000		$71,700
Dr. Salvatore Thomas Butera	May 1, 2021⁽¹⁰⁾		50,000		$35,850
	October 4, 2022⁽¹¹⁾		42,666		$30,592
	September 28, 2023⁽¹²⁾		85,000		$60,945

(1)	The market value of unvested restricted stock unit awards as of December 31, 2023, is calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 29, 2023, the last trading day of the year, which was $0.717 per share.

(2)	These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2022, and June 30, 2023, and also subject to time-based vesting. The performance goals were deemed met on October 13, 2022, January 12, 2023 and July 5, 2023, resulting in an aggregate of 100% of the rights to the referenced restricted stock units vesting. Upon meeting the performance goals, 29,667 of the restricted stock units vested on October 4, 2023. The balance of 59,333 restricted stock units shall vest in two installments of 29,667 and 29,666 units on each of October 4, 2024 and 2025. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(3)	These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(4)	These restricted stock units were awarded on September 28, 2023 subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting. On January 24, 2024 certain of the performance goals were deemed to have been timely met resulting in vesting of rights with respect to 50,150 restricted stock units. Upon meeting the performance goals, the restricted stock units are further subject to a 3-year time-based vesting schedule, vesting in three installments of approximately one-third on each of September 28, 2024, 2025 and 2026, respectively. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(5)	These restricted stock units were awarded on October 19, 2023, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(6)	These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2022 and June 30, 2023, and also subject to time-based vesting. The performance goals were deemed met on October 13, 2022, January 12, 2023 and July 5, 2023, resulting in an aggregate of 100% of the rights to the referenced restricted stock units vesting. Upon meeting the performance goals, 24,667 of the restricted stock units vested on October 4, 2023. The balance of 49,333 restricted stock units shall vest in two installments of 24,667 and 24,666 units on each of October 4, 2024 and 2025. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(7)	These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of ten consecutive trading days prior to October 4, 2025. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(8)	These restricted stock units were awarded on September 28, 2023 subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting. On January 24, 2024, certain of the December 2023 performance goals were deemed to have been timely met, resulting in the vesting of rights with respect to 42,925 restricted stock units. Upon meeting the performance goals, the restricted stock units are further subject to a 3-year time-based vesting schedule, vesting in three installments of approximately one-third on each of September 28, 2024, 2025 and 2026, respectively. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(9)	These restricted stock units were awarded on October 19, 2023, subject to vesting upon achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of thirty consecutive trading days prior to October 19, 2026. Upon meeting the closing stock price target, if at all, the restricted stock units shall vest in a single installment six months after the timely achievement of the closing stock price target. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(10)	These restricted stock units were awarded on May 1, 2021, subject to a 3-year time-based vesting schedule, vesting in three installments of approximately 50,000 restricted stock units on each of May 1, 2022, 2023 and 2024, respectively. 50,000 of the restricted stock units vested on each of May 1, 2022 and 2023, respectively. The balance of 50,000 restricted stock units shall vest on May 1, 2024. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(11)	These restricted stock units were awarded on October 4, 2022, subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2022 and June 30, 2023, and also subject to time-based vesting. The performance goals were deemed met on October 13, 2022, January 12, 2023 and July 5, 2023, resulting in an aggregate of 100% of the rights to the referenced restricted stock units vesting. Upon meeting the performance goals, 21,334 of the restricted stock units vested on October 4, 2023. The balance of 42,666 restricted stock units shall vest in two equal installments on each of October 4, 2024 and 2025. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

(12)	These restricted stock units were awarded on September 28, 2023 subject to vesting upon achievement of certain corporate performance goals on or prior to December 31, 2023 and June 30, 2024, and also subject to time-based vesting. On January 24, 2024 certain of the December 2023 performance goals were deemed to have been timely met, resulting in the vesting of rights with respect to 36,125 restricted stock units. Upon meeting the performance goals, the restricted stock units are further subject to a 3-year time-based vesting schedule, vesting in three installments of approximately one-third on each of September 28, 2024, 2025 and 2026, respectively. Upon vesting and settlement, the holder will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date
Cameron Reynolds	July 23, 2015⁽¹⁾	55,000	$4.00	July 23, 2025
	April 15, 2016⁽²⁾	125,000	$4.00	April 15, 2026
	March 30, 2017⁽³⁾	100,000	$5.00	March 30, 2027
	January 23, 2018⁽⁴⁾	75,000	$4.00	January 23, 2028
	February 11, 2019⁽⁵⁾	50,000	$3.25	February 11, 2025
	April 13, 2020⁽⁶⁾	85,000	$3.60	April 13, 2030
	August 3, 2021⁽⁷⁾	91,486	$3.40	August 3, 2031
Dr. Gaetan Michel	July 23, 2015⁽⁸⁾	2,000	$4.00	July 23, 2025
	October 4, 2021⁽⁹⁾	73,360	$3.40	October 4, 2031
Dr. Salvatore Thomas Butera	August 3, 2021⁽¹⁰⁾	52,400	$3.40	August 3, 2031

(1)	On July 23, 2015, Mr. Reynolds was granted an option to purchase 55,000 shares of common stock of VolitionRx under the 2011 Equity Incentive Plan, or the 2011 Plan, vesting in full on the six-month anniversary of the date of grant. In December 2018, the board of directors amended the terms of the option to extend the expiration date of the vested installment from four years from the vesting date to five years and six months from the vesting date, or July 23, 2021. In July 2021, the board of directors further amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or July 23, 2025).

(2)	On April 15, 2016, Mr. Reynolds was granted an option to purchase 125,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or April 15, 2026).

(3)	On March 30, 2017, Mr. Reynolds was granted an option to purchase 100,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or March 30, 2027).

(4)	On January 23, 2018, Mr. Reynolds was granted an option to purchase 75,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In November 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or January 23, 2028).

(5)	On February 11, 2019, Mr. Reynolds was granted an option to purchase 50,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. This option expires six years from the date of grant (or February 11, 2025).

(6)	On April 13, 2020, Mr. Reynolds was granted an option to purchase 85,000 shares of common stock of VolitionRx under the 2015 Plan, vesting in full on the 12-month anniversary of the date of grant. In December 2021, the Compensation Committee amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or April 13, 2030).

(7)	On August 3, 2021, Mr. Reynolds was granted an option to purchase 91,486 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant. The performance goals were deemed met on April 7, 2022, and June 23, 2022 respectively, resulting in the rights to the referenced options vesting. Upon meeting the performance goals, 50% of the options vested on August 3, 2022, and August 3, 2023, respectively.

(8)	On July 23, 2015, Dr. Michel was granted an option to purchase 2,000 shares of common stock of VolitionRx under the 2011 Plan, vesting in full on the six-month anniversary of the date of grant. In December 2018, the board of directors amended the terms of the option to extend the expiration date of the vested installment from four years from the vesting date to five years and six months from the vesting date, or July 23, 2021. In July 2021, the board of directors further amended the terms of the option to extend the expiration date of the vested installment from six years to ten years from grant (or July 23, 2025).

(9)	On October 4, 2021, Dr. Michel was granted an option to purchase 73,360 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant. The performance goals were deemed met on April 7, 2022, and June 23, 2022 respectively, resulting in the rights to the referenced options vesting. Upon meeting the performance goals, 50% of the options vested on October 4, 2022, and October 4, 2023, respectively.

(10)	On August 3, 2021, Dr. Butera was granted an option to purchase 52,400 shares of common stock of VolitionRx under the 2015 Plan, vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022, and also subject to a 2-year time-based vesting schedule, vesting in two installments at 12 months and at 24 months from the date of grant. The performance goals were deemed met on April 7, 2022, and June 23, 2022 respectively, resulting in the rights to the referenced options vesting. Upon meeting the performance goals, 50% of the options vested on August 3, 2022, and August 3, 2023, respectively.

Year	Summary Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid to PEO⁽¹⁾⁽²⁾		Average Summary Compensation Table Total for Non-PEO NEOs⁽³⁾		Average Compensation Actually Paid to Non-PEO NEOs⁽²⁾⁽³⁾		Value of Initial Fixed $100 Investment Based on Total Stockholder Return⁽⁴⁾		Net Income (Loss)⁽⁵⁾
2023		$772,933		$607,275		$643,798		$392,529		$18.43		$(35,677,074	)
2022		$760,611		$760,273		$569,418		$355,603		$62.47		$(30,598,469	)
2021		$981,920		$864,242		$705,162		$599,835		$80.72		$(26,989,781	)

(1)	Cameron Reynolds, our Chief Executive Officer, was our PEO for each year reported.

(2)	The dollar amounts reflected in this column represent the compensation actually paid to the PEO and the non-PEO NEOs, respectively, computed in accordance with Item 402(v) of Regulation S-K. The following table reflects the adjustments made to determine the compensation actually paid (for the Non-PEO NEOs, all amounts are averages):

Year	Executives	Summary Compensation Table Total		Deduct Stock Awards Granted in Covered Year			Deduct Option Awards Granted in Covered Year			Deduct Option Extension Expense*			Add Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Year		Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years			Change in Vesting Date Fair Value of Equity Awards Granted in Prior Years Which Vested in Covered Year			Compensation Actually Paid
2023	PEO		$772,933		$(174,202	)		$(26,297	)		—			$219,606		$(78,358	)		$(106,407	)		$607,275
	Non-PEO NEOs		$643,798		$(126,439	)		$(19,658	)		—			$134,475		$(118,197	)		$(121,450	)		$392,529
2022	PEO		$760,611		$(124,782	)		$(97,165	)		—			$354,272		$(50,101	)		$(82,562	)		$760,273
	Non-PEO NEOs		$569,418		$(107,241	)		$(70,281	)		—			$225,375		$(124,866	)		$(137,162	)		$355,603
2021	PEO		$981,920		$(50,870	)		$(97,507	)		$(365,277	)		$443,151		—			$(47,175	)		$864,242
	Non-PEO NEOs		$705,162		$(238,279	)		$(47,945	)		$(167,549	)		$431,000		—			$(83,154	)		$599,835

(3)	The Non-PEO NEOs for each year reported were as follows: · 2023: Salvatore Thomas Butera and Dr. Gaetan Michel · 2022: Terig Hughes and Dr. Gaetan Michel · 2021: Terig Hughes and Dr. Jacob Micallef
(4)	The total stockholder return, or TSR, is determined based on the value of an initial fixed investment of $100 on December 31, 2020.

(5)	The Net Income (Loss) as reported for 2023 and 2022 in our 2023 Annual Report and as reported for 2021 in our Annual Report on Form 10-K for the year ended December 31, 2021, or our 2021 Annual Report.

Name of Nominee	Age	Director Since
Dr. Phillip Barnes	62	October 9, 2019
Dr. Alan Colman	75	October 6, 2011
Mickie Henshall	52	August 15, 2022
Guy Innes	67	October 6, 2011
Kim Nguyen	47	March 25, 2021
Cameron Reynolds	53	October 6, 2011

Name	Fees Earned or Paid in Cash ($)		Stock Awards⁽¹⁾ ($)		Option Awards⁽²⁾ ($)		All Other Compensation ($)		Total ($)
Dr. Martin Faulkes⁽³⁾		205,126		65,026		12,779		34,381		317,312
Dr. Phillip Barnes⁽⁴⁾		43,363		16,093		2,482		—		61,938
Richard Brudnick⁽⁵⁾		21,682		6,662		2,482		—		30,826
Dr. Alan Colman⁽⁶⁾		65,045		17,233		3,724		—		86,002
Dr. Edward Futcher⁽⁷⁾		43,363		16,093		2,482		—		61,938
Mickie Henshall⁽⁸⁾		—		2,218		—		—		2,218
Guy Innes⁽⁹⁾		43,363		16,093		2,482		—		61,938
Kim Nguyen⁽¹⁰⁾		43,363		16,093		2,482		—		61,938

(1)	Amounts listed include the value of granted performance-based restricted stock units not yet deemed earned. The restricted stock units granted to all directors on September 28, 2023, had share prices of $0.70.

(2)	All option awards have been calculated based upon the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The Company has calculated the estimated fair market value of these options granted on August 3, 2021, using the Black-Scholes model and the following assumptions: term 5.5 years; stock price: $3.31; exercise price: $3.40; 69.13% volatility; 1.19% risk-free rate, and no forfeiture rate. The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our directors with respect to the options.

(3)	On March 7, 2017, Dr. Faulkes entered into an Employment Agreement with Volition Diagnostics, or the Faulkes Employment Agreement, which took effect on April 1, 2017. Volition Diagnostics agreed to make available to VolitionRx the services of Dr. Faulkes as Executive Chairman of the board of directors of VolitionRx, pursuant to a services agreement entered into by and between Volition Diagnostics and VolitionRx and subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents. The Employment Agreement continues until terminated by either party providing not less than three months’ notice and provides for a six month non-compete following termination. In exchange for his services, Dr. Faulkes received, among other things, (i) £14,034 per month from Volition Diagnostics (increased from £13,334 per month on May 1, 2023), and (ii) a severance payment if terminated by Volition Diagnostics (except in limited circumstances specified in the Faulkes Employment Agreement that generally constitute cause, such as a repeated breach of the Agreement) equal to the salary that he would have received between the date of termination and the completion of a three month notice period less income tax and National Insurance contributions, payable in equal monthly installments during such notice period. With respect to any severance payment, Dr. Faulkes has an obligation to seek alternative income during the remainder of the notice period and any such income received would offset the severance payment amount. The foregoing description of the Faulkes Employment Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed March 10, 2017. On September 28, 2023, Dr. Faulkes was granted a restricted stock unit award for 53,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Faulkes’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. On October 19, 2023, Dr. Faulkes was also granted a restricted stock unit award for 50,000 shares of common stock of VolitionRx under the 2015 Plan, vesting upon the achievement of a closing stock price target above $5.00 per share of the Company’s common stock for a minimum of 30 consecutive trading days prior to October 19, 2026, and also subject to time-based vesting in a single installment six months after the timely achievement of the closing stock price target, if at all. The amount disclosed under All Other Compensation reflects two months’ salary paid to Dr. Faulkes as a bonus for the year ended December 31, 2023, payable upon the achievement of certain specified corporate goals. Dr. Faulkes will not be standing for re-election to our board of directors at the Annual Meeting or continuing in his role as Executive Chairman following such meeting.

(4)	On October 9, 2019, Dr. Barnes entered into an Independent Director Agreement with VolitionRx, or the Barnes Independent Director Agreement, pursuant to which Dr. Barnes will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents. In exchange for his services, Dr. Barnes received $10,840 per calendar quarter. The foregoing description of the Barnes Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015. On September 28, 2023, Dr. Barnes was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Barnes’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.

(5)	On March 25, 2021, Mr. Brudnick entered into an Independent Director Agreement with VolitionRx, or the Brudnick Independent Director Agreement, pursuant to which Mr. Brudnick will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents. In exchange for his services, Mr. Brudnick received $10,840 per calendar quarter, pro-rated for length of service. The foregoing description of the Brudnick Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015. Effective June 28, 2023, Mr. Brudnick resigned from the Board of VolitionRx. Mr. Brudnick’s (i) options to purchase 4,317 shares of common stock and 17,343 restricted stock units expired unvested upon his resignation, and (ii) further options to purchase 4,317 shares of common stock expired on September 28, 2023.

(6)	On March 31, 2015, Dr. Colman entered into an Independent Director Agreement with VolitionRx, or the Colman Independent Director Agreement, pursuant to which Dr. Colman will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents. In exchange for his services, Dr. Colman received $16,261 per calendar quarter. The foregoing description of the Colman Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015. On September 28, 2023, Dr. Colman was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Colman’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.

(7)	On June 23, 2016, Dr. Futcher entered into an Independent Director Agreement with VolitionRx, or the Futcher Independent Director Agreement, pursuant to which Dr. Futcher will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents. In exchange for his services, Dr. Futcher received $10,840 per calendar quarter. The foregoing description of the Futcher Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015. On September 28, 2023, Dr. Futcher was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Dr. Futcher’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant. Dr. Futcher will not be standing for re-election to our board of directors at the Annual Meeting.

(8)	On August 15, 2022, Ms. Henshall entered into an Independent Director Agreement with VolitionRx, or the Henshall Independent Director Agreement, pursuant to which Ms. Henshall will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents. At this time, Ms. Henshall has elected to not receive any cash compensation in exchange for her services. The foregoing description of the Henshall Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015. On September 28, 2023, Ms. Henshall was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Ms. Henshall’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.

(9)	On March 31, 2015, Mr. Innes entered into an Independent Director Agreement with VolitionRx, or the Innes Independent Director Agreement, pursuant to which Mr. Innes will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents. In exchange for his services, Mr. Innes received $10,840 per calendar quarter. The foregoing description of the Innes Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015. On September 28, 2023, Mr. Innes was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Mr. Innes’ continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.

(10)	On March 25, 2021, Ms. Nguyen entered into an Independent Director Agreement with VolitionRx, or the Nguyen Independent Director Agreement, pursuant to which Ms. Nguyen will continue to serve as a member of the Board of VolitionRx subject to any necessary approval by the Company’s stockholders as required by applicable law and VolitionRx’s governing documents. In exchange for her services, Ms. Nguyen received $10,840 per calendar quarter. The foregoing description of the Nguyen Independent Director Agreement does not purport to summarize all terms and conditions thereof and is qualified in its entirety by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2015. On September 28, 2023, Ms. Nguyen was granted a restricted stock unit award for 20,000 shares of common stock of VolitionRx under the 2015 Plan, vesting, subject to the achievement of certain corporate goals and Ms. Nguyen’s continued service, over 3-years in three equal installments at 12 months, at 24 months, and at 36 months from the date of grant.