Alan Colman
About Alan Colman
Dr. Alan Colman (age 76) has served as a director of VolitionRx Limited since October 6, 2011. He is a molecular biologist with prior leadership roles at ES Cell International (CSO/CEO), A*STAR Singapore Stem Cell Consortium (Executive Director), and PPL Therapeutics (Research Director, notably involved with the Dolly sheep cloning program). He holds a B.A., M.A., and Ph.D. from Oxford University and currently chairs the Scientific Advisory Board of Belgian Volition; he is a member of VolitionRx’s Audit Committee and is deemed independent under SEC and NYSE American guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ES Cell International (Singapore) | Chief Scientific Officer; Chief Executive Officer | 2002–2007 | Led embryonic stem cell company; operational leadership |
| A*STAR Singapore Stem Cell Consortium | Executive Director | 2007–2013 | National stem cell research coordination |
| King’s College London | Professor of Regenerative Medicine | 2008–2009 | Academic leadership in regenerative medicine |
| PPL Therapeutics (Edinburgh, UK) | Research Director | Late 1980s–2002 | Directed research strategy; associated with Dolly cloning breakthrough |
| Universities of Oxford, Warwick, Birmingham, London | Academic (Biochemistry) | Various | Professor of Biochemistry; research/teaching roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Belgian Volition | Chairman, Scientific Advisory Board | Since Apr 5, 2011 | Group subsidiary scientific oversight |
| Semma Therapeutics (acquired by Vertex) | Scientific Advisory Board Member | Dec 2014–Oct 2019 | Stem cell therapy advisory role |
| Harvard University, Dept. of Stem Cells & Regenerative Biology | Associate | 2014–2024 | Research affiliation |
Board Governance
| Committee | Membership | Chair Role | Independence Status |
|---|---|---|---|
| Audit Committee | Member | Chair: Guy Innes | All members, including Dr. Colman, are independent under SEC and NYSE American |
| Compensation Committee | Not a member | Chair: Kim Nguyen | — |
| Nominations & Governance Committee | Not a member | Chair: Guy Innes (2024); to be Timothy Still post-Annual Meeting | — |
Board and Committee Attendance (FY2024)
| Body | Regular Meetings | Written Consents | Attendance Threshold |
|---|---|---|---|
| Board of Directors | 5 | 12 | All directors attended ≥75% of meetings |
| Audit Committee | 5 | 6 | All directors attended ≥75% of meetings |
| Compensation Committee | 0 | 10 | All directors attended ≥75% of meetings |
| Nominations & Governance | 1 | 3 | All directors attended ≥75% of meetings |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 40,653 | 20,587 | — | 61,240 |
Performance Compensation
| Grant Date | RSUs (#) | Grant Share Price ($) | Vesting Schedule |
|---|---|---|---|
| Jun 1, 2024 | 12,016 | 0.7057 | Approx. one-third on Jun 1, Jul 1, Aug 1, 2024; additional time-based vest on May 1, 2025 |
| Sep 1, 2024 | 13,757 | 0.72 | Approx. one-third on Sep 1, Oct 1, Nov 1, 2024; additional time-based vest on Jun 1, 2025 |
| Dec 1, 2024 | 12,972 | 0.6949 | Approx. one-third on Dec 1, 2024; Jan 1, 2025; Feb 1, 2025; additional time-based vest on Jul 1, 2025 |
- The above RSUs were granted in lieu of cash compensation under Dr. Colman’s Independent Director Agreement; they are time-based vesting awards (no performance metrics disclosed for these grants) .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company board | — | No current public company directorships disclosed for Dr. Colman in the proxy |
Expertise & Qualifications
- Oxford University B.A., M.A., Ph.D.; extensive experience in biochemistry, stem cell research, and pathology .
- Leadership across academia, biotech, and national research programs; scientific governance expertise (SAB roles) .
- Current focus on disease models using induced pluripotent stem cells .
Equity Ownership
Beneficial Ownership (as of Apr 25, 2025)
| Component | Amount (#) | % of Class |
|---|---|---|
| Direct shares | 177,779 | <1.0% |
| Options exercisable within 60 days | 147,953 | — |
| RSUs settleable within 60 days | 25,773 | — |
| Total beneficial ownership | 351,505 | <1.0% |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Amount (#) |
|---|---|
| Options to purchase common stock | 147,953 |
| Restricted stock units (RSUs) | 52,745 |
Employment & Contracts (Director Agreement)
- Independent Director Agreement dated March 31, 2015; quarterly cash compensation of $16,261 (with elections in 2024 to reduce cash compensation in exchange for RSUs); agreement terms qualified by reference to Exhibit 10.33 to the 10-Q filed May 12, 2015 .
Say-on-Pay & Shareholder Feedback
- 2025 advisory say-on-pay vote proposed; board unanimously recommends “FOR”; votes are non-binding but will be considered by the board and Compensation Committee in future decisions .
Governance Assessment
-
Strengths:
- Independent director with deep scientific expertise; serves on Audit Committee alongside other independent members; Audit Committee met 5 times in 2024 and issued its report recommending inclusion of audited financials in the 2024 Form 10-K .
- Compensation primarily modest director fees with equity components; RSUs granted in lieu of cash reflect some alignment with shareholders .
- Beneficial ownership includes direct shares, options, and RSUs; however, position is less than 1% of outstanding shares, typical for non-employee directors .
-
Watch items:
- Compensation Committee held no regular meetings in 2024 (acted by written consent 10 times), which can reduce deliberation transparency versus scheduled sessions .
- Overlapping role as Chairman of Belgian Volition’s SAB (subsidiary) warrants continued monitoring for information flow and oversight boundaries; Audit Committee reviews and approves related party transactions, and proxy discloses no material related-party transactions involving Dr. Colman during the past two fiscal years .
-
Red flags observed:
- None disclosed regarding legal proceedings, related-party transactions, hedging/pledging, or option repricings in the proxy sections reviewed .
Insider Trades
| Period | Notable Form 4 Activity |
|---|---|
| FY2024 review | Proxy indicates Section 16(a) compliance; no specific Form 4 transactions for Dr. Colman are detailed in the proxy |
Director Compensation Structure Notes
- No compensation consultant used by the Compensation Committee in FY2024 .
- Compensation Committee charter includes oversight of clawback policy adoption/revisions .