Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Mickie Henshall as Director
On August 15, 2022, the Board of Directors (the "Board") of VolitionRx Limited
(the "Company"), pursuant to the Company's Bylaws, passed a resolution to
increase the size of the Board to nine (9) members and appointed Ms. Mickie
Henshall to fill the new vacancy on the Board effective as of August 15, 2022.
Ms. Henshall will have an initial term expiring at the Company's 2023 annual
meeting of stockholders, subject to her future nomination by the Nominations and
Governance Committee and election by the Company's stockholders. On August 15,
2022, the Board also appointed Ms. Henshall as a member of the Company's
Compensation Committee and as a member of the Nominations and Governance
Committee. Ms. Henshall has been determined by the Board to be independent
within the meaning of the independent director standards of the Securities and
Exchange Commission (the "SEC") and the NYSE American and to otherwise qualify
to serve upon the Committees for which she was appointed.
Ms. Henshall, age 50, is a marketing executive with over 20 years' experience in
developing and implementing marketing and sales strategies for the IVD, clinical
and life science markets. Ms. Henshall currently serves as Chief Marketing
Officer of REALM IDx, Inc. (formerly Konica Minolta Precision Medicine), the
parent company of Ambry Genetics Corporation and Invicro, LLC, which is focused
on pioneering developments in the field of integrated diagnostics by uniting
genomics, imaging, radiology and pathology with advanced artificial intelligence
to develop innovative healthcare solutions. In her current role, which she has
held since October 2020, Ms. Henshall has been responsible for the corporate
name change and rebranding, restructuring the marketing organization, supporting
the company's commercial expansion and implementing formal product development
processes. Prior to joining REALM IDx, from April 2020 to October 2020, Ms.
Henshall served as Chief Marketing Officer of Genomic Life, Inc., a health
services company focused on expanding access to precision medicine. She was
responsible for corporate strategy and marketing of the company's paid benefit
program, Cancer Guardian, which provides genetic risk insights and comprehensive
genomic profiling with support services for those diagnosed with cancer. Prior
to that, from 2017 to April 2020, Ms. Henshall was Vice President of Marketing
at Agena Bioscience (now part of Mesa Laboratories, Inc. (NASDAQ:MLAB)), a
molecular diagnostics company delivering instrument systems and assays for
targeted analysis of genetic disease and variant profiling. Ms. Henshall led
Agena's Corporate Marketing, Product Management, Scientific Affairs, Custom
Assay Services, and the regional marketing teams in China, Australia, and
Germany. Between 2014 and 2017, Ms. Henshall served as Vice President of
Marketing at Accriva Diagnostics, Inc., where she established a new marketing
team, developed re-branding of Accriva's point-of-care diagnostics products,
generated a five-year portfolio roadmap and provided support in preparing
Accriva for sale to Werfen Life. From 2010 to 2014, Ms. Henshall was Vice
President of Marketing at Biotix, Inc, a supplier of laboratory consumables,
where she managed all aspects of global marketing initiatives, including
corporate branding, channel marketing, public relations, and sales training.
From 2005 to 2010, Ms. Henshall had increasing levels of leadership roles at
Illumina, Inc. (NASDAQ:ILMN), a global leader in genomic technologies, where she
supported the company through many firsts, including developing its first
diagnostic portfolio strategy, convening its first Diagnostic Advisory Board,
onboarding its first diagnostics marketing team, and development and launch of
its first FDA cleared system. Ms. Henshall holds a B.S. in Integrative Biology
from the University of California, Berkeley.
The Board believes that Ms. Henshall is qualified to serve on the Board as a
result of her extensive sales and marketing experience.
On August 15, 2022, Ms. Henshall and the Company entered into an Independent
Director Agreement, pursuant to which Ms. Henshall will continue to serve as a
member of the Board subject to any necessary approval by the Company's
stockholders as required by applicable law and the Company's governing
documents. In exchange for her services, Ms. Henshall shall receive a grant of
RSUs under the Company's 2015 Stock Incentive Plan to receive an aggregate of
fifteen thousand (15,000) shares of the Company's common stock underlying the
RSUs that vests in two equal installments at 12 months and at 24 months from the
grant date. The Agreement also provides for cash compensation in the amounts of
(i) $10,840 per calendar quarter for services as a member of the Board and (ii)
$500 per half day and $1,000 per full day for services rendered as a member of a
Committee. However, at this time, Ms. Henshall has elected to not receive any
cash compensation otherwise payable to directors under the Independent Director
Agreement for her services as a member of the Board or any Committee. Except for
the foregoing, there are no arrangements or understandings between Ms. Henshall
and any other person pursuant to which she was selected to serve as a member of
The form of Independent Director Agreement was previously filed in substantially
similar form with the SEC on May 12, 2015 as Exhibit 10.33 to the Company's
quarterly report on Form 10-Q.
The appointment of Ms. Henshall to the Board was announced by a widely
disseminated press release. Furnished herewith as Exhibit 99.1 and incorporated
by reference herein is a copy of the press release.
No Family Relationships / No Related Party Transactions
There are no family relationships between Ms. Henshall and any director,
executive officer or person nominated or chosen by the Company to become a
director or executive officer. Additionally, there are no relationships
involving Ms. Henshall that are required to be reported pursuant to Item 404(a)
of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release of VolitionRx Limited Regarding Appointment of
Director, dated August 16, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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