Kim Nguyen
About Kim Nguyen
Kim Nguyen, 48, has served as an independent director of VolitionRx Limited (VNRX) since March 25, 2021. She is a global HR executive with 20+ years of leadership across technology and financial services, currently Director, Asia Pacific Human Resources at Uber (since June 2024). She holds a B.S. in Psychology (Honors) from the University of New South Wales. At VolitionRx, Ms. Nguyen chairs the Compensation Committee and serves on the Nominations & Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| London Stock Exchange Group | Group Director, Asia Pacific HR | Nov 2023 – May 2024 | Led APAC HR during transition, global financial services context |
| Binance | Vice President, International HR | Jan 2022 – Nov 2023 | International HR leadership at blockchain/fintech company |
| Google Asia Pacific Pte. Ltd. | Head of HR | Sep 2017 – Jan 2022 | Regional HR leadership across APAC |
| Google UK Limited | Various HR roles across Tech and Sales | Apr 2007 – Sep 2017 | HR strategy across Europe and Latin America |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Uber Technologies | Director, Asia Pacific Human Resources | Jun 2024 – Present | Current employment (not a board seat) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominations & Governance Committee. Not on Audit.
- Independence: Board affirmatively determined Ms. Nguyen is independent under NYSE American rules.
- Attendance: In FY2024 all directors attended at least 75% of Board and relevant committee meetings during their service. Compensation Committee acted by written consent 10x (no regular meetings); N&G held 1 meeting.
- Lead Independent Director and Chair: Guy Innes serves as Lead Independent Director; Timothy Still is Non-Executive Chair. Executive sessions of independent directors are held at least annually.
- N&G remit includes ESG oversight; Compensation Committee remit includes pay programs and clawback policy.
Fixed Compensation
| Item | 2024 Detail |
|---|---|
| Cash Fees (Director) | $27,101 |
| Stock Awards (Director) | $16,874 (RSUs) |
| Total (Director) | $43,975 |
| Quarterly Cash Retainer Basis | $10,840 per quarter under Independent Director Agreement; Ms. Nguyen elected to reduce cash by $16,260 in 2024 for RSUs. |
| RSU Grants (in lieu of cash) | 8,011 RSUs (granted Jun 1, 2024); 9,171 RSUs (granted Sep 1, 2024); 8,648 RSUs (granted Dec 1, 2024). Each partially vested monthly over three months with remaining vest on 2025 dates. |
| Options Outstanding (exercisable within 60 days, 12/31/24) | 8,635 options |
Notes: The RSUs granted to Ms. Nguyen in 2024 were issued in lieu of cash fees and vest on time-based schedules; no director-specific performance metrics were disclosed for these awards.
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-linked elements for Director | None disclosed for Ms. Nguyen’s 2024 RSUs (time-based vesting of fee-in-lieu grants). |
| Compensation Committee oversight | Develops/approves executive and director pay programs, incentive plans, and maintains the Clawback & Forfeiture Policy. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (outside VNRX) | None disclosed in biography. |
| Committee interlocks | No compensation committee interlocks disclosed. (Not mentioned in proxy.) |
Expertise & Qualifications
- Global HR leadership across technology, fintech, and financial services; experience in business transformation, reorganizations, workforce planning, crisis management, M&A, and HR strategy for new market expansion.
- Education: B.S. Psychology (Honors), University of New South Wales (Sydney, Australia).
- Fit to roles: Skills align with chairing Compensation (pay design, talent strategy) and serving on N&G (succession, board composition, ESG oversight).
Equity Ownership
| Component | Shares |
|---|---|
| Directly owned | 36,686 |
| Options exercisable within 60 days | 8,635 |
| RSUs settleable within 60 days | 17,182 |
| Indirect (spouse) | 30,556 |
| Total beneficial ownership | 93,059 (<1% of outstanding) |
| Shares pledged as collateral | None disclosed |
Governance Assessment
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Strengths
- Independent director; chairs Compensation and serves on N&G, placing her at the center of pay governance, succession, and ESG oversight.
- Board-level engagement meets threshold; formal governance improvements include a clawback policy and prohibition on hedging by directors and employees.
- Alignment: elected to receive part of 2024 fees in equity (RSUs), increasing ownership alignment.
-
Watch items / potential risks
- Compensation Committee held no regular meetings in 2024 (actions by written consent 10x), which may warrant monitoring for process robustness given her chair role.
- Company disclosed ongoing remediation of material weaknesses in internal control and going concern considerations; although not specific to Ms. Nguyen, it increases the importance of rigorous committee oversight.
- Related-party transaction policy relies on Audit Committee review rather than a separate written policy, which can be less prescriptive; no transactions involving Ms. Nguyen were disclosed.
-
Signals affecting investor confidence
- As Compensation Chair, Ms. Nguyen oversees executive incentive design and the clawback framework, both key for pay-for-performance alignment amid capital-raising and commercialization efforts.
- Beneficial ownership is <1%; however, she increased equity exposure via fee-in-lieu RSUs in 2024; no pledging disclosed.