Form 4: VolitionRx Director Kim Nguyen Awarded Restricted Stock Units as Compensation

VolitionRx Ltd. Director Kim Nguyen received 11,983 restricted stock units (RSUs) on June 1, 2025, in lieu of cash compensation, aligning her interests with shareholders.

Summary

• Kim Nguyen, a Director of VolitionRx Ltd. (VNRX), was awarded 11,983 restricted stock units (RSUs) on June 1, 2025.
• The RSUs were granted under the Issuer's 2015 Stock Incentive Plan and are in lieu of cash compensation that would otherwise have been owed to the reporting person.
• The RSUs will partially vest in three installments: 3,995 units on June 1, 2025, 3,994 units on July 1, 2025, and 3,994 units on August 1, 2025.
• The award is also subject to further time-based vesting in a single installment on August 1, 2025, and generally requires continued service through each applicable vesting date.
• Upon vesting and settlement, the reporting person will receive shares of common stock equal to the number of vested RSUs.
• Following this transaction, Kim Nguyen directly beneficially owns 98,392 shares of Common Stock.
• Additionally, Kim Nguyen indirectly beneficially owns 30,556 shares of Common Stock through her spouse.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the RSU award aligns the director's interests with shareholders and is a common, expected form of compensation, indicating stability in governance and compensation practices.

Positives

• The award of restricted stock units to a director aligns their interests with those of the shareholders, as the value of their compensation is tied to the company's stock performance.
• Utilizing equity compensation (RSUs) instead of cash can help conserve the company's cash reserves.

Future Outlook

The awarded restricted stock units are subject to a future vesting schedule, with installments on July 1, 2025, and August 1, 2025, contingent on continued service.

Industry Context

The award of restricted stock units to directors is a common practice in publicly traded companies across various industries, serving as a form of long-term incentive and aligning management interests with shareholder value.

Related Party Transactions

• The award of 11,983 restricted stock units to Director Kim Nguyen can be considered a related party transaction, as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The RSU award aligns the director's financial incentives with the company's stock performance, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: The use of equity compensation for directors may set a precedent or reflect a broader compensation philosophy within the company.

Next Steps

• Continued service of the reporting person through the vesting dates.
• Vesting of 3,994 RSU units on July 1, 2025.
• Vesting of 3,994 RSU units and further time-based vesting on August 1, 2025.
• Settlement of vested RSUs into shares of common stock.

Key Dates

Keywords

VolitionRx, VNRX, Restricted Stock Units, RSU, Insider Transaction, Director Compensation, Equity Compensation, SEC Form 4, Beneficial Ownership