Phillip Barnes
About Phillip Barnes
Phillip Barnes (age 63) has served as an independent director of VolitionRx Limited since October 9, 2019. He is a retired physician executive with prior service as Consultant Neurologist at King’s College Hospital (1995–2009), Hon. Senior Lecturer at King’s College London (1999–2009), Chief of Service at King’s Neurosciences Centre (1998–2008), and as Chief Medical Officer and Chief Executive Officer across multiple UK NHS hospitals (2009–2016). He holds a B.Sc. in Basic Medical Sciences and a Ph.D. in Anatomy and Neuroendocrinology from the University of London, and a clinical medical degree (B.M. B.Ch.) from the University of Oxford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| King’s College Hospital (London) | Consultant Neurologist | 1995–2009 | Clinical leadership in neurology |
| King’s College London | Hon. Senior Lecturer (Neurology) | 1999–2009 | Academic teaching and research |
| King’s Neurosciences Centre | Chief of Service | 1998–2008 | Led UK’s largest Regional Neuroscience Centre |
| Multiple UK NHS hospitals | Chief Medical Officer; Chief Executive Officer | 2009–2016 | Executive oversight; NHS and pharma advisory groups |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NHS national/regional advisory groups | Member/Contributor | Various (during 2009–2016) | Advisory engagement with NHS and pharmaceutical industry |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. Not a committee chair (Audit Chair: Guy Innes; Compensation Chair: Kim Nguyen) .
- Independence: Board affirmatively determined Dr. Barnes to be independent under NYSE American guidelines .
- Attendance: All directors attended at least 75% of board and applicable committee meetings in FY2024 .
- Board leadership: Separate Chair and CEO roles; Lead Independent Director is Guy Innes; independent directors meet at least annually in executive session .
Fixed Compensation
| Component | Amount / Terms | FY2024 Value ($) |
|---|---|---|
| Cash retainer | $10,840 per calendar quarter under Independent Director Agreement | $27,102 |
| Election to take equity in lieu of cash | Reduced cash compensation by $10,840 (Apr–Dec 2024) | Included via RSUs |
| Committee/meeting fees | Not separately disclosed | — |
Notes:
- Grant prices for director RSUs on June 1, 2024 and September 1, 2024 were $0.7057 and $0.72, respectively .
Performance Compensation
| Grant Type | Grant Date | Shares | Vesting Schedule | Grant Price/Fair Value |
|---|---|---|---|---|
| RSU (in lieu of cash) | Jun 1, 2024 | 8,011 | ~1/3 on Jun 1/Jul 1/Aug 1, 2024; remainder on May 1, 2025 | $0.7057 per share |
| RSU (in lieu of cash) | Sep 1, 2024 | 9,171 | ~1/3 on Sep 1/Oct 1/Nov 1, 2024; remainder on Jun 1, 2025 | $0.72 per share |
- No performance metrics tied to Dr. Barnes’ director awards disclosed; awards were time-based and granted in lieu of cash retainer .
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
- No disclosed interlocks with competitors, suppliers, or customers .
Expertise & Qualifications
- Clinical and academic track record in neurology and neurosciences, with senior hospital and NHS leadership roles .
- Board concluded his extensive clinician and board experience supports director qualifications .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (Apr 25, 2025) | 65,003 shares (less than 1% of class) |
| Breakdown (Apr 25, 2025) | 24,186 direct shares; options exercisable within 60 days: 23,635; RSUs settleable within 60 days: 17,182 |
| Outstanding equity (Dec 31, 2024) | Options: 23,635; RSUs: 31,182 |
Policy alignment:
- Company insider trading policy prohibits hedging transactions, short sales, and derivatives in company equity; updated to address Rule 10b5-1 plan requirements .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filings compliance (FY2024) | Company states applicable reporting persons complied with Section 16(a) filing requirements |
Governance Assessment
- Board effectiveness: Barnes serves on Audit and Compensation Committees; independence affirmed; attendance met the 75% threshold for FY2024, supporting engagement .
- Controls and risk oversight: Company disclosed ongoing remediation of material weaknesses in internal control over financial reporting; Audit Committee oversight continued, which is relevant to investor confidence; no specific red flags tied to Barnes .
- Compensation alignment: Director pay modest; partial equity in lieu of cash indicates alignment; no special performance awards or chair premia for Barnes .
- Conflicts/related-party exposure: Related-party transactions in recent offerings involved other parties (Lagoda, Guy Innes via family trusts); none disclosed involving Barnes .
- RED FLAGS: None specifically attributed to Barnes; enterprise-level risks include ongoing internal control remediation and going concern considerations; board disclosed policies to mitigate (insider trading prohibitions, clawback policy for executives) .