Timothy Still
About Timothy Still
Independent, non‑executive Chairman of VolitionRx (VNRX) since November 6, 2024; age 59 as of the 2025 record date, with 35+ years in medical diagnostics, devices, and digital health, and degrees from UC Davis (BS, Biological Sciences) and USC (MBA) . The Board affirms his independence under NYSE American rules; the roles of CEO and Chair are separated, with Still as non‑executive Chair, enhancing oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sense Biodetection Limited | President & CEO | Jun 2021 – Feb 2023 | Led to merger with Sherlock Biosciences in Feb 2023 . |
| TSTILL Enterprises LLC | Chairman & CEO | Since Jan 2019 | Strategic/advisory services for medtech startups . |
| Revival Healthcare, Inc. | Operating Partner | Since Sep 2023 | Evaluates/manages medtech investments . |
| Multiple medtech companies (Myoscience, MDxHealth SA, Gold Standard Diagnostics, Global Kinetics, Xagenic, Accumetrics) | CEO and/or Board Member | 2008 – 2021 | Business development and leadership across diagnostics platforms . |
| HemoSense, Cholestech, Boehringer Mannheim/Roche | Senior leadership roles | Various (prior career) | Commercial leadership in diagnostics . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Monod Bio, Inc. | Director | Jan 2023 | Current board seat . |
| miDiagnostics SA | Director | Jun 2023 | Current board seat . |
| Centese, Inc. | Director | Jul 2023 | Current board seat . |
| Ramanomics Limited | Director | Jun 2024 | Current board seat . |
Board Governance
- Roles and committees: Non‑executive Chairman; designated to chair the Nominations & Governance Committee after the 2025 Annual Meeting alongside Innes, Nguyen, and Henshall .
- Independence: Determined independent under NYSE American; Audit Committee members also meet heightened SEC independence criteria .
- Board leadership: CEO and Chair roles are separated; Guy Innes serves as Lead Independent Director to strengthen independent oversight .
- Attendance: In FY2024, all directors met at least 75% attendance for board/committee meetings; six of eight directors attended the 2024 Annual Meeting .
- Stockholder engagement & controls context: The company is remediating a material weakness in internal control and addressing going‑concern risk; historically this affected support for the Audit Chair—an environment Still inherits as Board Chair .
Fixed Compensation
| Component | Terms | Amount/Rate | Source |
|---|---|---|---|
| Board retainer | Independent Director Agreement | $30,000 per calendar quarter starting Nov 6, 2024 | |
| Committee service | Per‑diem | $1,000 per day for committee services | |
| Cash actually paid (FY2024) | Partial year | $20,000 | |
| Annual RSU provision | Ongoing | 300,000 RSUs annually, vesting subject to corporate goals and plan availability |
Performance Compensation
| Award Type | Grant Date | Shares | Vesting / Performance Metrics | Valuation Detail | Notes |
|---|---|---|---|---|---|
| Time‑vesting RSUs (Board Chair grant) | Nov 6, 2024 | 400,000 | Vest in three equal annual installments at 12, 24, 36 months from grant | Grant share price $0.602 (used in table); included in 2024 stock awards $62,793 | As of 12/31/24, part of 1.4M RSUs outstanding . |
| Performance RSUs (price‑hurdle) | Nov 6, 2024 | 1,000,000 | Two tranches vest after stock trades ≥$2.50 and ≥$5.00 for 30 consecutive trading days before Nov 6, 2027 (no earlier than Nov 6, 2025); each tranche then subject to 6‑month time‑based vesting | Fair value per 500k tranche: $0.27056 and $0.144248 (Monte Carlo) | CoC acceleration: fully vests if purchase price per share >$2.50 in a change‑of‑control . |
Change‑of‑control terms constitute a single‑trigger acceleration for the performance RSUs upon a transaction above $2.50 per share—an investor‑relevant term for alignment and potential dilution timing .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Notes |
|---|---|---|---|
| Monod Bio, Inc. | Director | Not disclosed as public | Biotech/diagnostics adjacency; no related‑party transactions disclosed with VNRX . |
| miDiagnostics SA | Director | Not disclosed as public | Diagnostics adjacency; no related‑party transactions disclosed . |
| Centese, Inc. | Director | Not disclosed as public | Medtech; no related‑party transactions disclosed . |
| Ramanomics Limited | Director | Not disclosed as public | Life sciences; no related‑party transactions disclosed . |
| MDxHealth SA (prior) | Former board member | Public (NASDAQ: MDXH) | Historical role (2008–2021 period) . |
Expertise & Qualifications
- Commercial diagnostics/operator with proven record in scaling and exits; extensive business development and financing experience .
- Academic credentials: BS (UC Davis, Highest Honors) and MBA (USC, Dean’s Scholar) .
- Governance: Non‑executive Chair of VNRX; slated Chair, Nominations & Governance Committee; independent under NYSE American .
Equity Ownership
| Metric | Value | As‑of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 87,382 shares (<1%) | Apr 25, 2025 | No options/RSUs exercisable/settling within 60 days; <1% of 100,775,334 shares outstanding . |
| Unvested RSUs outstanding | 1,400,000 shares | Dec 31, 2024 | 400k time‑vest + 1,000k performance RSUs; not counted in beneficial ownership . |
| Pledged/hedged | None disclosed for Mr. Still; hedging prohibited by policy | Policy current | Company prohibits hedging by directors/officers; pledge disclosure not indicated for Still in proxy . |
| Section 16(a) compliance | In compliance | FY2024 | Company reports compliance by reporting persons for 2024 . |
Governance Assessment
-
Positive signals
- Clear separation of Chair/CEO; Still is independent non‑executive Chair; Lead Independent Director in place—supports robust oversight .
- Independence affirmed; no related‑party transactions involving Still; no family relationships disclosed—low conflict profile .
- Equity awards tied to absolute share‑price hurdles ($2.50 and $5.00 for 30 consecutive trading days), aligning a portion of director pay to shareholder value creation .
-
Watch items
- Single‑trigger CoC acceleration for performance RSUs at >$2.50 purchase price could accelerate vesting without a service‑based trigger—monitor for dilution/transaction incentives .
- Company‑level control environment: ongoing remediation of a material weakness and going‑concern disclosure may continue to pressure governance credibility and shareholder support (particularly of Audit leadership), placing higher onus on Still’s board leadership and N&G oversight .
-
Engagement & attendance
- Board/committee attendance met 75% threshold in FY2024; directors are encouraged to attend the annual meeting (6 of 8 attended in 2024) .
- The Board reports ongoing investor engagement; governance and board strengthening are recurring discussion topics .
-
Director pay structure
- Mix of cash retainer and significant equity emphasizes alignment; 2024 cash paid to Still reflects partial‑year service ($20,000), with 1.4M unvested RSUs outstanding as of year‑end .
- Annual RSU opportunity of 300k subject to corporate goals adds performance linkage beyond price hurdles .
Appendix: Director Compensation (FY2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 20,000 | Partial‑year service post‑appointment . |
| Stock Awards | 62,793 | Includes RSUs granted Nov 6, 2024; fair value inputs disclosed (see footnote) . |
| Total | 82,793 | Sum of cash and stock awards . |
Footnote: The 400,000 RSUs used a grant share price of $0.602; the performance RSUs (two tranches of 500,000) had grant‑date fair values of $0.27056 and $0.144248, respectively (Monte Carlo) . The Independent Director Agreement provides $30,000 per quarter retainer and $1,000/day for committee service, plus the Nov 6, 2024 equity grants and annual 300,000 RSUs subject to goals; includes single‑trigger CoC acceleration for the performance RSUs at >$2.50 purchase price .
Board Governance (Committee Structure Snapshot)
- Audit Committee: Innes (Chair), Barnes, Colman, Rubin—independent; Innes designated “audit committee financial expert” .
- Compensation Committee: Nguyen (Chair), Henshall, Barnes, Rubin—independent .
- Nominations & Governance Committee: Current—Innes (Chair), Nguyen, Henshall; Post‑Annual Meeting—Still (Chair), Innes, Nguyen, Henshall .
Related‑Party & Legal
- No related‑party transactions involving Mr. Still reported; 8‑K explicitly states none under Item 404(a); no family relationships disclosed .
- Company states no directors/officers involved in disclosable legal proceedings in past ten years .
- Related‑party transactions disclosed for others (e.g., insider participation in offerings) were reviewed/approved by Audit Committee; none involve Still .
Citations:
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