VOLITIONRX LTD
For the period ended Jul 17, 2026. Filed Jun 2, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 17, 2026 · Filed Jun 2, 2026
Use the contents to explore the available documents and sections.
Contents
Pay Versus Performance
Pursuant to Item 402(v) of Regulation S-K of the Exchange Act, the following table sets forth information about the relationship between the compensation actually paid to our principal executive officer, or PEO, and non-PEO named executive officers, or Non-PEO NEOs, and certain performance metrics of the Company. For further information regarding executive compensation for our named executive officers, refer to the section entitledCompensation of Named Executive Officers of this Proxy Statement.
| Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2)(4) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return(5) | Net Income (Loss)(6) |
|---|---|---|---|---|---|---|
| 2025 | $638,233 | $480,529 | $470,326 | $471,184 | $10.70 | $(23,503,329) |
| 2024 | $553,997 | $472,729 | $421,733 | $433,619 | $19.11 | $(27,257,985) |
| 2023 | $680,137 | $607,276 | $569,418 | $382,967 | $18.43 | $(35,677,074) |
| (1) | Cameron Reynolds, our Chief Executive Officer, was our PEO for each year reported. |
| (2) | The amounts reported for 2023 and 2024 have been recalculated to reflect a change in the accounting treatment for the restricted stock units. Previously, the value of these awards was amortized over their term, consistent with the Company’s financial statement methodology. They are now valued on a grant date fair value in accordance with FASB ASC Topic 718. |
| (3) | The dollar amounts reflected in this column represent the compensation actually paid to the PEO and the non-PEO NEOs, computed in accordance with Item 402(v) of Regulation S-K. The following table reflects the adjustments made to determine the compensation actually paid (for the Non-PEO NEOs, all amounts are averages): |
| Year | Executives | Summary Compensation Table Total | Deduct Stock Awards Granted in Covered Year | Deduct Option Awards Granted in Covered Year | Add Year- End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value at Vesting of Equity Awards Granted and Vested During the Covered Year | Change in Vesting Date Fair Value of Equity Awards Granted in Prior Years Which Vested in Covered Year | Compensation Actually Paid |
|---|---|---|---|---|---|---|---|---|---|
| 2025 | PEO | $638,233 | $(132,571) | — | $71,422 | $(77,027) | — | $(19,529) | $480,529 |
| Non-PEO NEOs | $470,326 | $(38,894) | — | $23,321 | $(7,115) | $22,270 | $1,276 | $471,184 | |
| 2024 | PEO | $553,997 | $(137,976) | — | $116,055 | $(51,415) | — | $(7,932) | $472,729 |
| Non-PEO NEOs | $421,733 | $(40,244) | — | $122,812 | $(63,735) | — | $(6,947) | $433,619 | |
| 2023 | PEO | $680,137 | $(107,703) | — | $219,606 | $(78,358) | — | $(106,406) | $607,276 |
| Non-PEO NEOs | $569,077 | $(71,376) | — | $124,913 | $(118,197) | — | $(121,450) | $382,967 |
| (4) | The Non-PEO NEOs for each year reported were as follows: · 2025: Salvatore Thomas Butera and Dr. Gaetan Michel · 2024: Salvatore Thomas Butera and Dr. Gaetan Michel · 2023: Salvatore Thomas Butera and Dr. Gaetan Michel |
| (5) | The total stockholder return, or TSR, is determined based on the value of an initial fixed investment of $100 on December 31, 2022. |
| (6) | The Net Income (Loss) as reported for 2025 and 2024 in our 2025 Annual Report and as reported for 2023 in our Annual Report on Form 10-K for the year ended December 31, 2023, or our 2023 Annual Report. |
Relationship Between Compensation Actually Paid and Cumulative Total Stockholder Return
As shown in the graph below, the compensation actually paid to our PEO, Mr. Reynolds, and the average amount of compensation actually paid to our Non-PEO NEOs during the covered fiscal years have not been closely correlated with our cumulative TSR. While we utilize several performance measures to align executive compensation with our performance, those measures are not financial performance measures, such as TSR. For example, a portion of the compensation that our PEO and Non-PEO NEOs are eligible to receive consists of annual discretionary performance-based cash bonuses and restricted stock units with performance-based vesting conditions. These awards are designed to incentivize our executives to achieve defined annual corporate goals and reward them upon achievement of those goals. Such restricted stock unit awards provide value only if the executive officer remains in our employment through the applicable vesting period. Accordingly, these performance-based restricted stock unit awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging retention over the long-term.
Compensation actually paid, as reported in the table above, reflects adjustments to the total compensation amounts reported in the Summary Compensation Table for each applicable year. Specifically, compensation actually paid is calculated by adjusting Summary Compensation Table totals to exclude the grant date fair value of equity awards and to include the fair value of equity awards as of the applicable vesting date or fiscal year-end, as well as any change in fair value of outstanding and unvested equity awards, as determined in accordance with Item 402(v) of Regulation S-K. Equity values are calculated in accordance with ASC Topic 718.
The graph below compares the compensation actually paid to our PEO, the average of the compensation actually paid to our Non-PEO NEOs, and the cumulative TSR. The TSR amounts in the graph assume that $100 was invested on December 31, 2022, and that all distributions or dividends, if any, were reinvested on a quarterly basis.
Compensation Actually Paid and Cumulative TSR
Relationship Between Compensation Actually Paid and Net Income (Loss)
The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our Non-PEO NEOs with our net income (loss) as reported in our 2025 Annual Report, 2024 Annual Report, and 2023 Annual Report.
NEO Compensation Actually Paid and Net (Loss)/Income
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.