Cameron Reynolds
About Cameron Reynolds
Cameron Reynolds (age 54) is President, Chief Executive Officer, and a director of VolitionRx, serving since October 6, 2011. He holds a Bachelor of Commerce and an MBA from the University of Western Australia and has over 30 years of entrepreneurial executive experience in mining and biotechnology . Recent financial performance shows quarterly revenues rising from $191,657 in Q4 2024 to $627,277 in Q3 2025, while EBITDA and net loss remained negative as Volition transitions to commercialization . Pay-versus-performance disclosure indicates weak TSR in 2023–2024 versus 2022, reinforcing a need to align incentives with long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Singapore Volition Pte. Ltd. | Chief Executive Officer | 2010–2018 | Led global operating company formation; precursor to Share Exchange acquisition by VolitionRx . |
| Singapore Volition Pte. Ltd. | Director | 2010–2021 | Board governance for Asia operations . |
| Belgian Volition SRL | Managing Director | 2012–2015 | Oversaw early-stage growth and operational build-out in Belgium . |
| Probio, Inc. | Commercialization Director | 1998–2001 | Managed IP strategy, merger documentation, and business development in animal biotechnology . |
| Integrated Coffee Technologies | Junior Management | 1996 | Business plan creation and BD for ag-biotech startup . |
| Southern China Group | Regional Manager | 1994–1995 | Established operations in Hong Kong and Yunnan for mineral exploration . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pathify Holdings, Inc. (formerly Ucroo) | Non-executive Director | Since 2017 | EdTech board experience; commercialization insight . |
| GlycanAge Ltd | Non-executive Director | Since Dec 2023 | Consumer diagnostics oversight; biomarker commercialization . |
| Wellfully Limited (ASX: WFL) | Non-executive Director | 2018–2021 | Prepared magnetic micro-array delivery tech for commercialization . |
Fixed Compensation
Multi-year CEO pay mix (USD):
| Year | Salary ($) | Bonus ($) | Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 351,901 | 33,571 | — | 198,793 | — | 30,549 | 614,814 |
| 2023 | 391,011 | 39,495 | — | 174,202 | 26,297 | 141,928 | 772,933 |
| 2022 | — | — | 509,824 | 124,782 | 97,165 | 28,840 | 760,611 |
Notes:
- In 2024, Reynolds elected to reduce cash compensation by $122,040 in exchange for RSUs granted June 1, 2024 and September 1, 2024 .
- Bonuses are tied to achievement of defined corporate goals; 2024 bonus equals 85% of one month’s salary .
Performance Compensation
Equity and incentive design emphasizes corporate goals and share-price targets.
| Incentive Type | Metric / Condition | Target | Actual/Payout | Vesting Schedule |
|---|---|---|---|---|
| Annual Cash Bonus | Corporate goals | Defined annually | 85% of one month’s salary paid for 2024; one month paid for 2023 | Cash when goals achieved . |
| RSU (Sep 28, 2023) | Corporate goals | 2 milestone windows (Dec 2023 & Jun 2024) | 79,650 vested; 38,350 cancelled on Aug 15, 2024 due to unmet goals | 26,550 vested Sep 28, 2024; remaining 53,100 vests in equal tranches on Sep 28, 2025 & Sep 28, 2026 . |
| RSU (Oct 19, 2023) | Closing stock price | ≥$5.00 for 30 consecutive trading days before Oct 19, 2026 | Not yet achieved (performance-contingent) | Single time-based tranche 6 months after price target achievement, if achieved . |
| RSU (Oct 4, 2022) | Closing stock price | ≥$5.00 for 10 consecutive trading days before Oct 4, 2025 | Not yet achieved (performance-contingent) | Single time-based tranche 6 months after target, if achieved . |
| RSU (Oct 4, 2022) | Corporate goals | Defined 2022–2023 | Goals met; time-based schedule remains | 29,667 vested on Oct 4, 2023; 29,667 on Oct 4, 2024; 29,666 on Oct 4, 2025 . |
| RSU (Jun 1, 2024) | In lieu of cash | N/A | Granted for reduced cash comp | Partial vest on Jun 1/Jul 1/Aug 1, 2024; remaining vests May 1, 2025 . |
| RSU (Sep 1, 2024) | In lieu of cash | N/A | Granted for reduced cash comp | Partial vest on Sep 1/Oct 1/Nov 1, 2024; remaining vests Jun 1, 2025 . |
Outstanding stock options (exercisable):
| Grant Date | Shares | Exercise Price | Expiration |
|---|---|---|---|
| Jul 23, 2015 | 55,000 | $4.00 | Jul 23, 2025 |
| Apr 15, 2016 | 125,000 | $4.00 | Apr 15, 2026 |
| Mar 30, 2017 | 100,000 | $5.00 | Mar 30, 2027 |
| Jan 23, 2018 | 75,000 | $4.00 | Jan 23, 2028 |
| Feb 11, 2019 | 50,000 | $3.25 | Feb 11, 2029 (extended Jan 2025) |
| Apr 13, 2020 | 85,000 | $3.60 | Apr 13, 2030 |
| Aug 3, 2021 | 91,486 | $3.40 | Aug 3, 2031 |
Key observations:
- Mix has shifted toward RSUs with explicit stock-price hurdles (≥$5 for 10–30 days), improving alignment with TSR; time-based tranches occur only after achieving price targets .
- Use of RSUs in lieu of cash reduces near-term cash burn but creates scheduled share issuance and potential selling pressure around vest dates .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Component | Shares (#) | % of Class | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 3,439,736 | 3.4% (based on 100,775,334 shares) | Includes direct, derivatives exercisable within 60 days, and indirect holdings. |
| Direct Shares | 1,623,031 | — | Personal holdings. |
| Options Exercisable ≤60 Days | 581,486 | — | As of Apr 25, 2025. |
| RSUs Settling ≤60 Days | 193,425 | — | Near-term settlement eligibility. |
| Indirect: Spouse | 34,076 | — | Family holdings. |
| Indirect: Concord International, Inc. | 1,007,718 | — | Reynolds is majority stockholder; shares voting/dispositive control. |
Policies:
- Hedging prohibited for employees and directors ; no pledging is disclosed for Reynolds in the beneficial ownership sections .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Effective Mar 1, 2023; Singapore Volition employment agreement superseded prior consulting agreement . |
| Base Pay | $39,495 per month (increased from $37,525 on May 1, 2023); subject to annual review . |
| Health & Pension | Up to $1,500 per month for health insurance; 3% of salary plus cash bonuses to personal pension scheme . |
| Severance | If terminated without cause: lump sum equal to salary for the six-month notice period . |
| Non-compete | Prior consulting agreement included a six-month non-compete after termination (agreement superseded by employment agreement) . |
| Change-of-control | If an acquirer refuses to assume/convert/replace/substitute awards, unvested awards under the 2015 Plan accelerate . |
| Clawback | Company-wide Clawback & Forfeiture Policy compliant with SEC/NYSE American; applies to executive cash and equity incentives upon accounting restatement . |
| Insider Trading | Prohibits hedging and certain derivatives; strengthened in 2023 to incorporate Rule 10b5‑1 updates . |
Board Governance
- Reynolds is CEO and a director; not independent by NYSE American standards . Chairman and CEO roles are separated: Timothy Still is non-executive Chairman (appointed Nov 6, 2024) and Guy Innes serves as Lead Independent Director, enhancing governance independence .
- Committee memberships: Audit (Innes—Chair; Barnes; Colman; Rubin), Compensation (Nguyen—Chair; Henshall; Barnes; Rubin), Nominations & Governance (Still—Chair post-2025 meeting; Innes; Nguyen; Henshall). Reynolds does not serve on board committees .
- Board and committees met regularly; all directors met ≥75% attendance in 2024 .
- Director compensation: Reynolds receives no compensation for board service .
Recent Financial Performance
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($) | 191,657 | 246,385 | 406,688 | 627,277 |
| EBITDA ($) | -5,485,698* | -5,269,779* | -6,045,119* | -4,852,737* |
| Net Income ($) | -5,793,373* | -5,423,759* | -6,284,078* | -5,378,358* |
*Values retrieved from S&P Global.
Risk Indicators & Red Flags
- Continued net losses and negative EBITDA while scaling commercialization; 2015 Plan allows acceleration of unassumed awards at change-of-control, potentially increasing dilution .
- Internal control material weakness remediation efforts ongoing, with enhanced documentation, centralized accounting, and external consultant support .
Investment Implications
- Alignment: Equity grants incorporate explicit stock-price hurdles (≥$5 for sustained periods), increasing alignment with shareholder value; clawback and hedging prohibitions further strengthen governance .
- Selling pressure: Near-term RSU vests in May 1, 2025 and June 1, 2025 (in-lieu-of-cash awards) and scheduled vesting on Sep 28, 2025 and Sep 28, 2026 may create incremental supply around those dates .
- Retention and certainty: Severance is limited to six months of salary without cash bonus multiples; absence of tax gross-ups or single-trigger equity acceleration (acceleration only if successor does not assume awards) mitigates “golden parachute” risk .
- Governance: Separation of Chairman and CEO and presence of Lead Independent Director mitigate dual-role concerns; Reynolds not on key committees, preserving independence of compensation and audit oversight .
Quotes and references supporting this report are drawn from VolitionRx’s 2025 and 2024 DEF 14A proxy statements and related filings as cited throughout.