Ethel Rubin
About Ethel Rubin
Independent director at VolitionRx (appointed September 30, 2024), age 56, with 20+ years leading healthcare innovation and commercialization across diagnostics, devices, SaaS and therapeutics. She holds a B.S. in Biochemistry (University of Rochester) and a Ph.D. in Biochemistry & Biophysics (University of Rochester School of Medicine & Dentistry) . The Board has affirmatively determined she is independent under NYSE American rules, and she serves on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioHealth Innovation, Inc. | Head of Ventures | May 2015–present | Led team deploying NIH Centers for Accelerated Innovation funds; portfolio raised/exited >$1B; prepares companies for private capital |
| Mirabile Lifesci Advisory, LLC | President & CEO (part-time) | Apr 2021–present | Advises CEOs on strategy, financing, partnering and tech development |
| Medtronic, plc (Cardiovascular) | Leadership roles (external innovation, global clinical strategy, medical affairs) | Nov 2009–Aug 2015 | Directed funding/involvement in 100+ clinical trials and studies |
| CSA Medical, Inc. (now Steris Healthcare) | Chief Scientific Officer | Jun 2008–May 2009 | Technology development and commercialization leadership |
| BioFortis, Inc. (acquired by Q2 Solutions/IQVIA) | Chief Scientific & Operations Officer | Jun 2004–Jun 2008 | Technology development and commercialization leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Innara Health, Inc. | Director (private neonatal device company) | Feb 2020–Feb 2023 | Series A completed; company sold to Cardinal Health in 2023 |
| Emerging Technology Centers, Inc. | Director (non-profit technology incubator) | May 2006–May 2008 | Supported growth in life sciences |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member (no chair roles) .
- Independence: Board-determined independent under NYSE American; Audit Committee members meet heightened independence criteria .
- Attendance and engagement: All directors attended ≥75% of Board/committee meetings during their service in 2024; Dr. Rubin (appointed 9/30/24) attended 1 of 5 Audit Committee meetings and participated in 2 of 6 written consents for 2024 .
- Director election (June 18, 2025): Votes For 36,125,178; Withheld 857,568; Broker non-votes 14,652,609, indicating strong shareholder support .
Fixed Compensation
| Component | 2024 Detail | Amount/Terms |
|---|---|---|
| Cash retainer | Independent Director Agreement (entered 9/30/24): $10,840 per calendar quarter | $10,840/quarter |
| Fees earned (reported for 2024) | Pro-rated cash fees post-appointment | $5,420 |
| RSU grant (appointment) | 15,000 RSUs granted 9/30/24; vests 1/3 at 12, 24, 36 months | 15,000 RSUs; grant-date share price $0.601 |
| RSUs in lieu of cash (Q4 2024) | 8,648 RSUs granted 12/1/24 in lieu of cash comp; vests approx. 1/3 on 12/1/24, 1/1/25, 2/1/25 and time-based vest on 7/1/25 | 8,648 RSUs; grant-date share price $0.6949 |
| 2024 director stock awards value (reported) | Stock awards value reported for 2024 | $2,275 |
| Total reported director pay (2024) | Fees + stock awards | $7,695 |
Notes:
- Footnote details confirm agreement form and vesting schedules; form of Independent Director Agreement previously filed (Exhibit 10.33) .
- Other directors’ RSU share prices (for context) included in proxy footnote; Dr. Rubin’s grants specifically at $0.601 (9/30/24) and $0.6949 (12/1/24) .
Performance Compensation
- No director-specific performance metrics attached to Dr. Rubin’s equity; the 9/30/24 RSUs are time-based, and the 12/1/24 RSUs were granted in lieu of cash compensation with scheduled vesting; no options disclosed for Dr. Rubin .
- Company-wide clawback policy applies to executive incentive-based compensation (not director retainers) per SEC/NYSE rules .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee roles | Potential interlocks/conflicts disclosed |
|---|---|---|---|---|
| Innara Health, Inc. | Private | Director (2020–2023) | Not disclosed | None disclosed; appointment 8-K states no Item 404(a) related-party transactions |
| Emerging Technology Centers, Inc. | Non-profit | Director (2006–2008) | Not disclosed | None disclosed |
No current public company directorships for Dr. Rubin are disclosed in VNRX filings; Board determined independence and no related-party transactions under Item 404(a) at appointment .
Expertise & Qualifications
- Commercialization and strategy across 25+ products; M&A/partnership execution across diagnostics, therapeutics, SaaS, devices .
- Clinical/medical affairs leadership with oversight across 100+ clinical trials/studies at Medtronic (Cardiovascular Group) .
- Education: B.S. (Biochemistry) and Ph.D. (Biochemistry & Biophysics), University of Rochester .
- Skill fit: Audit (industry literacy; not designated financial expert) and Compensation (go-to-market, investor alignment) committees .
Equity Ownership
| Metric | As-of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | Apr 25, 2025 | 0 shares | No options/warrants/RSUs deemed exercisable or settleable within 60 days; <1% of class |
| RSUs outstanding (director) | Dec 31, 2024 | 23,648 units | 15,000 (9/30/24 time-based 3-year); 8,648 (12/1/24 in-lieu of cash with staged/time-based vesting) |
| Hedging/derivatives policy | 2023–2025 | Prohibited (hedging, short sales, derivatives) | Insider trading policy strengthened in 2023; ban on hedging/derivatives noted |
No pledging policy disclosure found in the proxy; ownership guidelines for directors not disclosed.
Governance Assessment
- Board effectiveness: Rubin adds commercialization, financing, and clinical strategy depth aligned to VNRX’s transition to commercialization; assignment to Audit and Compensation is consistent with her background and independence .
- Shareholder confidence: Strong director election support (36.1M For vs. 0.86M Withheld) and say-on-pay approval (34.4M For vs. 2.34M Against; 0.23M abstain; broker non-votes 14.65M) at 2025 AGM indicate favorable investor sentiment toward governance/comp structure .
- Conflicts/related-party exposure: None disclosed for Rubin; appointment 8-K explicitly notes no Item 404(a) transactions; independence affirmed by Board and committee composition .
- Attendance/engagement: Joined late 2024; met overall company threshold (all directors ≥75% during service), and participated in Audit Committee meetings/consents appropriate to appointment timing .
- Compensation/ownership alignment: Modest pro‑rated cash plus RSUs (including in-lieu-of-cash equity) fosters alignment; however, as of the 2025 record date, she had not accumulated beneficial share ownership (0 shares), which may normalize as RSUs vest over time .
- Contextual risk: Company disclosed ongoing remediation of material weaknesses in internal control over financial reporting; Audit Committee (of which Rubin is a member) oversees remediation—an area investors often scrutinize in evaluating audit committee effectiveness .