Guy Innes
About Guy Innes
Guy Innes (age 68) is an independent director of VolitionRx (VNRX) who has served on the board since October 6, 2011 . He is a chartered accountant (ICAEW) with a long career in banking and private equity, including senior roles at Baring Brothers, Baring Private Equity Partners (London/Singapore), and Quartz Capital Partners (Head of Corporate Finance), and he holds a B.Sc. in Geography from Bristol University . He previously served as a director of Singapore Volition (2010–2015) prior to the share exchange .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baring Brothers & Co. Limited (London/Paris) | Investment banking – M&A, IPOs, capital raising | 1984–1995 | Executed/advised on cross-border M&A and capital markets transactions |
| Baring Private Equity Partners Limited (London/Singapore) | Private equity – media/communications fund setup | 1995–1997 | Recruited managers and raised capital for Asian media/communications PE fund |
| Quartz Capital Partners Limited (London) | Head of Corporate Finance | 1997–2000 | Led IPOs, private placements, M&A for technology companies |
| ProBio Inc. | Director (biotech IP commercialization) | 2000–2006 | Board oversight of IP commercialization incl. transgenesis/cloning research |
| Carbon Mining PLC | Non-executive Director | 2007–2010 | Board service (mineral exploration) |
| Magellan Copper & Gold PLC | Non-executive Director | 2007–2010 | Board service (mineral exploration) |
| Singapore Volition | Director | Aug 18, 2010–Dec 15, 2015 | Pre-share exchange board role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Innes Family Bare Trust 2023 | Trustee (for benefit of his children) | Current | Holds 1,400,000 VNRX shares; Mr. Innes is trustee |
| The Dill Faulkes Educational Trust Limited (DFET) | Director and Trustee | Current | Holds 356,000 VNRX shares; shares voting/dispositive control |
| Carbon Mining PLC | Non-executive Director | 2007–2010 | Mineral exploration board |
| Magellan Copper & Gold PLC | Non-executive Director | 2007–2010 | Mineral exploration board |
| ProBio Inc. | Director | 2000–2006 | Biotech IP commercialization board |
Board Governance
- Committee leadership and memberships:
- Audit Committee Chair; designated “Audit Committee financial expert” by the board .
- Nominations & Governance Committee Chair during FY2024; following the 2025 Annual Meeting, Timothy Still becomes Chair and Mr. Innes remains a member .
- Not listed as a Compensation Committee member; current comp committee members are independent directors (Nguyen, Henshall, Barnes, Rubin) .
- Independence: The board determined Mr. Innes is independent under the NYSE American Company Guide; Audit Committee members meet heightened SEC independence criteria .
- Attendance and engagement (FY2024):
- Board met 5 times (12 actions by written consent); Audit met 5 times (6 consents); Compensation had no meetings (10 consents); Nominations & Governance met once (3 consents) .
- All directors attended at least 75% of board and committee meetings during their service periods .
- Six of eight directors attended the 2024 Annual Meeting .
- Independent director executive sessions: at least annually without management/non-independent directors per NYSE American §802(c) .
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 43,363 | Standard quarterly retainer; see 2023 director comp table |
| 2024 | 16,261 | Elected to forgo Q2–Q4 cash in exchange for RSUs; standard independent director agreement provides $10,840 per calendar quarter |
- Independent Director Agreement: Mr. Innes’ agreement (March 31, 2015) provides $10,840 per calendar quarter; between April 1, 2024 and December 31, 2024 he elected to forgo cash for RSUs granted on June 1, Sept 1, and Dec 1, 2024 .
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares | Grant/Share Pricing Reference | Vesting Terms |
|---|---|---|---|---|
| Jun 1, 2024 | RSUs (in lieu of cash) | 16,022 | $0.7057 per share (pricing reference for 6/1 grants) | Approx. one-third on Jun 1, 2024; Jul 1, 2024; Aug 1, 2024; additional time-based vesting in single installment on May 1, 2025 |
| Sep 1, 2024 | RSUs (in lieu of cash) | 18,342 | $0.72 per share (pricing reference for 9/1 grants) | Approx. one-third on Sep 1, 2024; Oct 1, 2024; Nov 1, 2024; additional time-based vesting in single installment on Jun 1, 2025 |
| Dec 1, 2024 | RSUs (in lieu of cash) | 17,296 | $0.6949 per share (pricing reference for 12/1 grants) | Approx. one-third on Dec 1, 2024; Jan 1, 2025; Feb 1, 2025; additional time-based vesting in single installment on Jul 1, 2025 |
| Sep 28, 2023 | RSUs (annual grant) | 20,000 | $0.70 per share (all directors) | Vests over 3 years in three equal installments at 12, 24, 36 months; subject to corporate performance goals and continued service |
- Options outstanding (as of Dec 31, 2024): Options to purchase 143,635 shares (exercisable within 60 days of April 25, 2025); no new option awards reported for 2024 .
- Director compensation mix (Y/Y signal): Cash decreased materially in 2024 as Mr. Innes elected equity in lieu of cash; equity awards increased correspondingly, aligning compensation more with shareholder outcomes .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Overlap/Interlock Notes |
|---|---|---|---|
| Carbon Mining PLC | PLC (mineral exploration) | Non-executive Director (2007–2010) | Prior external board; no interlock disclosed with VNRX stakeholders |
| Magellan Copper & Gold PLC | PLC (mineral exploration) | Non-executive Director (2007–2010) | Prior external board; no interlock disclosed with VNRX stakeholders |
| ProBio Inc. | Private (biotech IP commercialization) | Director (2000–2006) | Prior external board; no interlock disclosed with VNRX stakeholders |
| The Innes Family Bare Trust 2023 | Trust | Trustee | Holds VNRX shares; see Equity Ownership |
| DFET (Educational Trust) | Non-profit trust | Director/Trustee | Holds VNRX shares; see Equity Ownership |
Expertise & Qualifications
- Chartered accountant; member, Institute of Chartered Accountants in England and Wales .
- Audit Committee financial expert (board designation) .
- 30+ years in investment banking, private equity, and technology financing; prior Head of Corporate Finance at Quartz; M&A and capital markets execution at Baring Brothers .
- B.Sc. in Geography, Bristol University .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Direct ownership | 733,243 | Shares held directly by Mr. Innes |
| Options (exercisable within 60 days of Apr 25, 2025) | 143,635 | Included in beneficial ownership per SEC rules |
| RSUs (settling within 60 days of Apr 25, 2025) | 34,364 | Included in beneficial ownership per SEC rules |
| Indirect – children (held directly) | 618,014 | Shares held by Mr. Innes’ children |
| Indirect – The Innes Family Bare Trust 2023 | 1,400,000 | Mr. Innes is trustee for benefit of his children |
| Indirect – DFET | 356,000 | Mr. Innes serves as director/trustee; shares voting/dispositive control |
| Total beneficial ownership | 3,285,256 | Represents 3.3% of 100,775,334 shares outstanding (as of Apr 25, 2025) |
- Shares pledged as collateral: No pledging is disclosed for Mr. Innes in the proxy sections reviewed .
- Ownership guidelines: Not specified in the retrieved sections; beneficial ownership is presented per SEC rules .
Insider Trades and Capital Raises (Related-Party Context)
| Date | Transaction | Securities | Consideration | Governance Safeguard |
|---|---|---|---|---|
| Feb 22, 2023 (settlement) | Participation in underwritten public offering | 234,000 common shares | $409,500 aggregate ($1.75 per share public offering price) | Reviewed and approved by the Audit Committee |
- March 2025 Registered Direct Offering: Directors and officers participated at $0.55 per share as a group, but the proxy explicitly details Lagoda’s participation; Mr. Innes is not specifically identified in the RDO participant list in the retrieved disclosure .
Governance Assessment
-
Strengths
- Proven financial oversight: Audit Committee Chair and designated financial expert; led the committee’s 2024 audit review and recommendation to include audited financials in the 10-K .
- Independence and attendance: Determined independent; attended at least 75% of meetings; board and committees met regularly (5 board; 5 audit) .
- Alignment: Material beneficial ownership (3.3%); elected equity in lieu of cash in 2024, increasing at-risk, stock-based pay .
- Governance refresh: Transitioning Nominations & Governance chair role to Still while retaining membership, signaling succession/refresh dynamics .
-
Watch items / potential conflicts
- Indirect holdings via family trust and DFET where he has fiduciary roles (trustee/director) concentrate voting influence; monitor for any related-party transactions or voting conflicts (none beyond disclosed purchases) .
- Long tenure (since 2011) can provide continuity but may raise independence-perception questions for some investors; the board maintains formal independence determinations annually .
-
Compensation structure signals
- 2023→2024 shift from cash to equity (cash $43,363→$16,261; equity $16,093→$24,300; total $61,938→$40,561) indicates increased equity orientation and reduced guaranteed pay during 2024 .
- RSU grants in 2024 are time-based and tied to serving in lieu of cash, with specific installment vesting dates that extend into 2025, supporting retention and alignment .
Director Compensation (Detail)
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Options ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 43,363 | 16,093 | 2,482 | — | 61,938 |
| 2024 | 16,261 | 24,300 | — | — | 40,561 |
Notes:
- 2015 Independent Director Agreement: $10,840 per calendar quarter; in 2024 Mr. Innes elected to forgo cash for RSUs for the three-month periods ended June 30, Sept 30, and Dec 31, 2024; see grant-by-grant vesting schedules above .
- RSU pricing references: $0.7057 (Jun 1, 2024), $0.72 (Sep 1, 2024), $0.6949 (Dec 1, 2024) .
Equity Ownership & Alignment (Snapshot)
| Metric | Value |
|---|---|
| Total beneficial ownership | 3,285,256 shares (3.3% of outstanding as of Apr 25, 2025) |
| Direct vs. indirect | 733,243 direct; 2,374,014 indirect (children 618,014; Innes Family Bare Trust 1,400,000; DFET 356,000) |
| Derivatives | 143,635 options exercisable within 60 days; 34,364 RSUs settling within 60 days (both included in beneficial ownership) |
| Pledging | No pledging disclosed in retrieved proxy sections |
Board Governance – Committee Charters and Policies
- Audit Committee responsibilities include auditor oversight, internal controls, cybersecurity oversight, and related-party transaction approvals; Mr. Innes serves as Chair .
- Compensation Committee charter includes oversight of executive/director pay programs and adoption/approval of the Clawback and Forfeiture Policy .
- Nominations & Governance Committee responsibilities include board/committee composition, annual evaluations, conflict review for director positions, and ESG oversight/reporting guidance .
Governance Quality Bottom Line
- Mr. Innes brings strong financial stewardship as Audit Chair and designated financial expert, with high meeting participation and independent status affirmed by the board .
- His significant personal and family/trust holdings create meaningful skin-in-the-game but warrant monitoring for conflicts in any future related-party contexts; the only disclosed transaction was a pro-rata public offering purchase reviewed by the Audit Committee .
- The migration toward equity-heavy director compensation in 2024 (forgoing cash for RSUs) is a positive alignment signal amid continued board refresh and committee leadership transitions .