VERMILLION,ASPIRA WOMEN’S HEALTH INC.

12117 Bee Caves Road, Building Three,III, Suite 100
Austin, Texas 78738

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PROXY STATEMENT

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Annual Meeting of Stockholders to be Held on June 18,  201923,  2022

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Vermillion,Aspira Women’s Health Inc., a Delaware corporation (“Vermillion,Aspira,” the “Company,” “we,” “us” or “our”), for use at our 20192022 annual meeting of stockholders (the “Annual Meeting”) to be held on Tuesday,Thursday, June 18,  201923,  2022 at 8:00 a.m. (Eastern Daylight Time). The Annual Meeting will be heldconducted online via live webcast at the Company’s officewww.virtualshareholdermeeting.com/AWH2022. Our principal executive offices are located at Trumbull Marriott, 180 Hawley Ln., Trumbull, Connecticut 06611. The 12117 Bee Caves Road, Building III, Suite 100, Austin, Texas 78738, and our telephone number is (512) 519-0400.

Electronic Delivery of Proxy Materials

In accordance with U.S. Securities and Exchange Commission (the “SEC”) rules and regulations, instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we furnish our proxy materials, which include this proxy statement and the accompanying proxy card,  Notice of the Annual Meeting this proxy statement, the accompanyingproxy card and our Annual Report on Form 10-K for the year ended December 31, 20182021, to our stockholders over the Internet unless otherwise instructed by the stockholder.  If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials will first be mailed to stockholders on or about May 13,  2019,2022. 

Attending the Virtual Annual Meeting

This year’s Annual Meeting will be a completely virtual meeting, which will be conducted online via live webcast. You will not be able to attend the Annual Meeting physically. You are entitled to participate in the Annual Meeting if you owned shares of our common stock as of the close of business on April 27,  2022.

You will be able to participate in the Annual Meeting online and submit your questions and vote during the meeting by visitingwww.virtualshareholdermeeting.com/AWH2022.You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or proxy card to participate in the Annual Meeting. If you own shares as a beneficial owner through a broker, bank or nominee and do not have a 16-digit control number, you must contact the broker, bank or nominee that holds your shares for instructions on how to participate in and vote during the Annual Meeting.

If you do not have your control number, you may still attend the Annual Meeting as a guest (non-shareholder) but you will not have the option to participate in or vote your shares electronically at the Annual Meeting. 

The Annual Meeting webcast will begin promptly at 8:00 a.m. Eastern Daylight Time, on June 23,  2022. Online access will begin at 7:45 a.m., Eastern Daylight Time, and we encourage you to access the meeting prior to the start time. You will not be able to attend the Annual Meeting if you do not have Internet access.

Even if you plan to participate in the Annual Meeting online, we recommend that you also vote in advance by proxy as described further in “Voting” on page 2 so that your vote will be counted if you later decide not to participate in the Annual Meeting.

Following the formal business of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer all appropriate questions submitted during the meeting in accordance with the Annual Meeting’s Rules of Conduct which are alsopertinent to the Company and the meeting matters, as time permits. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available online at http://www.vermillion.com.  Our principal executive offices are located at 12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas 78738, and our telephone number is (512) 519-0400.on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

Record Date; Outstanding Shares

Only stockholders of record at the close of business on May 7, 2019April 27,  2022 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 75,580,474112,209,064 shares of our common stock issued and outstanding and entitled to vote. A complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting at the Annual Meeting and during ordinary business hours at our principal executive offices for a period of 10 days before the Annual Meeting.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to us at our principal executive offices (12117 Bee Caves Road, Building Three,III, Suite 100, Austin, Texas 78738, Attention: Investor Relations) either a written notice of revocation or a duly executed proxy card bearing a later date, or by virtually attending the Annual Meeting and voting in person.voting. Attendance at the Annual Meeting will not, by itself, revoke a proxy. For shares held in street name by beneficial owners, holders may change their votes by submitting a later dated voting instruction form to their brokers, banks or other nominees or, if they have obtained legal proxies from their brokers, banks or other nominees giving them the right to vote their shares at the Annual Meeting,a 16-digit control number, by virtually attending the Annual Meeting and voting in person.voting.

Solicitation of Proxies

This solicitation of proxies is made by us and all related costs will be borne by us. In addition, we will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. Proxies may also be solicited by certain of our directors, officers and employees, without additional compensation, personally or by electronic or regular mail, telephone or facsimile.

Voting

Each share of common stock outstanding on the Record Date is entitled to one vote for each director to be elected and one vote on each other matter to be voted on. Stockholders do not have cumulative voting rights.

By Internet:  You may vote your shares by Internet as instructed on the Notice of Internet Availability of Proxy Materials. The Internet procedures are designed to authenticate your identity, to allow you to vote your shares, and confirm that your instructions have been properly recorded. 

By Telephone:  You may vote your shares by telephone as instructed in your paper proxy card, if you request one. 

By Mail:  You may vote your shares by mail if you request a paper proxy card. If you receive multiple proxy cards, you should sign and date each proxy card you receive. When a proxy card is properly dated, executed and returned, the shares represented by such proxy card will be voted at the Annual Meeting in accordance with the instructions of the stockholder as set forth on the proxy card.  If no specific instructions are given, the shares will be voted in accordance with the Board’s recommendation, as follows:

In addition, shares will be voted at the discretion of the individuals designated as proxies on the proxy card on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Voting During the Annual Meeting

You may vote by accessing the webcast online at www.virtualshareholdermeeting.com/AWH2022, having the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or proxy card available, and following the instructions. If you own shares as a beneficial owner through a broker, bank or nominee and do not have a 16-digit control number, you must contact the broker, bank or nominee that holds your shares for instructions on how to vote during the Annual Meeting.

Quorum; Required Votes; Abstentions; Broker Non-Votes

Quorum

Holders of a majority of the outstanding shares entitled to vote must be present, in person or by proxy, at the Annual Meeting in order to have the required quorum for the transaction of business. If the shares present, in person or by proxy, at the Annual Meeting do not constitute the required quorum, the meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum. Stockholders attending the Annual Meeting via webcast are deemed to be present “in person”. When a proxy card isshares are properly dated, executed and returned,voted in accordance with the shares represented byprocedures above, such proxy cardshares are counted in determining whether a quorum exists, even if the shares are voted “ABSTAIN” or “WITHHOLD.“ABSTAIN.” Broker non-votes (as defined below) are also counted for purposes of determining a quorum.

Required Votes

The proposal to elect directors (Proposal 1) in an uncontested election requires the affirmative vote of a pluralitymajority of the shares presentvotes properly cast at the Annual Meeting in person or by proxy and entitled to vote. ThisMajority voting means that the six nominees receiving the highest number of “FOR” votesa nominee for director will be elected as directors.if the votes cast “FOR” such nominee exceed the votes cast “AGAINST” such nominee. 

The proposals to approve the compensation of our Named Executive Officers (Proposal 2) and, to approve the Company’samendment to the 2019 Stock Incentive Plan (Proposal 3) and to ratify the selection of BDO USA, LLP as our independent registered public accounting firm (Proposal 4) each require the affirmative vote of the holders of a majority of the shares presentvotes properly cast at the Annual Meeting either in person or by proxy and entitled to vote. 

Abstentions

Shares voted “WITHHOLD”“ABSTAIN” from the proposalproposals to elect directors (Proposal 1) will have no effect on the outcome of the vote with respect to the election of directors.

Shares voted “ABSTAIN” will have the same effect as votes “AGAINST” the proposals, to approve the compensation of our Named Executive Officers (Proposal 2) and, to approve the Company’samendment to the 2019 Stock Incentive Plan (Proposal 3) and to ratify the selection of BDO USA, LLP as our independent registered public accounting firm (Proposal 4). will have no effect on the outcome of the votes.

Broker Non-Votes

If a stockholder holds shares in the name of a broker, bank or nominee (this is called “street name”), the broker, bank or nominee will send to the stockholder a voting instruction form with this proxy statement. The broker, bank or nominee is not permitted to vote on the stockholder’s behalf on certain matters that are not “routine,” such as the proposals regarding the election of the director nominees and the approval of executive compensation, unless the stockholder provides specific instructions by completing and returning the voting instruction form (these uninstructed votes are termed “broker non-votes”). Broker non-votes are not treated as entitled to vote on these proposals and, therefore, are not counted for purposes of determining the number of votes cast with respect to these particular proposals.   

Broker non-votes will have no effect on the outcome of the votes with respect to the proposals to elect the director nominees (Proposal 1), to approve the compensation of our Named Executive Officers (Proposal 2) or to approve the Company’samendment to the 2019 Stock Incentive Plan (Proposal 3).

The proposal to ratify the selection of BDO USA, LLP as our independent registered public accounting firm (Proposal 4) is considered a routine matter, and the broker, bank or nominee is allowed to vote the shares in street name, without receiving specific instructions from stockholders on how to vote the shares on that proposal.

Attendance at the Annual Meeting

Attendance at the Annual Meeting will be limited to stockholders as of the Record Date. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts or by a bank or other nominee may be required to show a brokerage statement or account statement reflecting stock ownership as of the Record Date.

Householding of Proxy Materials

Some banks, brokers and other nominee recordregistered holders may be “householding” our proxy statements and annual reports. This means that only one copy of the Notice of Internet Availability of Proxy Materials or our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either documentthe Notice of Internet Availability of Proxy Materials, or copies of our proxy statement and annual report to stockholders, to you if you request such copies prior to June 9, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.proxyvote.com, (2) call 1-800-579-1639 or write(3) send an email to us at our principal executive offices, 12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas 78738, Attn: Investor Relations, telephone: (512) 519-0400.sendmaterial@proxyvote.com. If sending an email, please include your 16-digit control number in the subject line. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee, or you may contact us at the above address or telephone number.

Submission of Stockholder Proposals for the 20202023 Annual Meeting

In order to be eligible for inclusion in the Company’s proxy statement and form of proxy for the 20202023 annual meeting of stockholders (the “2020“2023 Annual Meeting”), stockholder proposals must comply with Rule 14a-814a-8(e) promulgated by the Securities and Exchange Commission (the “SEC”)SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable rules. Rule 14a-8 requires that stockholder proposals be delivered to our principal executive offices no later than 120 days before the one-year anniversary of the release date of the previous year’s annual meeting proxy statement.Accordingly, if you wish to submit a proposal to be considered

for inclusion in the proxy statement for our 20202023 Annual Meeting, you must submit the proposal in writing to Vermillion,Aspira Women’s Health Inc., 12117 Bee Caves Road, Building Three,III, Suite 100, Austin, Texas 78738, Attention: Corporate Secretary. We must receive the proposal by January 14,  2020December 30, 2022 in order to consider it for inclusion in the proxy statement for our 20202023 Annual Meeting.       

Stockholder proposals and director nominations not included in our proxy statement for our 20202023 Annual Meeting)Meeting will not be eligible for presentation at the meeting unless they comply with the advance notice requirements set forth in our Bylaws, including that the stockholder gives timely notice of the proposal or nomination in writing to our principal executive offices. To be timely, stockholder proposals and director nominations must be received by us not earlier than 5:00 p.m. Eastern Time on the 120th day nor later than 5:00 p.m. Eastern Time on the 90th day prior to the one-yearfirst anniversary of the previous year’s annual meeting. Accordingly, proposals and nominations that are not received between February 19,  202023,  2023 and March 20, 202025,  2023 will not be voted on at the 20202023 Annual Meeting. Our Bylaws contain provisions regarding information that must be set forth in a stockholder’s notice or otherwise provided in connection with stockholder proposals and director nominations. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than management’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 24, 2023.



YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. PLEASE SIGN AND DATE THE ENCLOSEDVOTE BY INTERNET OR TELEPHONE TODAY OR REQUEST A PROXY CARD TO SIGN, DATE AND RETURN IT TODAY IN THE ENCLOSED PRE-ADDRESSED POSTAGE-PAID ENVELOPE.BY MAIL AS SOON AS POSSIBLE.

If your shares are held in the name of a brokerage firm, bank, nominee or other institution, only it can sign a proxy card with respect tovote your shares and only upon specific instructions from you. Please return the enclosed proxy card to your broker or bank and contact the person responsible for your account at your broker or bank to ensure that a proxy is voted on your behalf.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors (the “Board”) currently consists of sixfive members, andall of whom have been nominated or re-nominated for election at the Annual Meeting. In addition, the Board has nominated two vacant Board seats, with directors servingadditional individuals for election at the Annual Meeting.  

If elected by our stockholders, each of the seven nominees named below will serve for a one-year term expiring at the 2019our 2023 annual meeting of our stockholders andstockholders. Each director will hold office until their successors arehis or her successor has been elected and qualified.

The six persons named below, all of whom currently serve on our Board, have been nominated to serve onqualified or until the Board until our 2020 annual meeting of stockholders and until their respective successors are elected and qualified. Directors will be elected by a plurality of the votes cast in the election of directors. The six nominees receiving the highest number of affirmative votes will be elected as directors.director’s earlier resignation or removal. Stockholders may not vote for more than sixseven nominees. 

In evaluating the suitability of individual Board members, our Nominating and Corporate Governance Committee takes into account many factors such as general understanding of various business disciplines (e.g., marketing or finance), understanding of the Company’s business environment, educational and professional background, judgment, integrity, ability to make independent analytical inquiries and willingness to devote adequate time to Board duties. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group with diverse and relevant experience that can best perpetuate the Company’s success and represent stockholder interests through sound judgment.

Recent Changes to the Board

In an effort to supplement the qualifications and skills of our Board,  our President and Chief Executive Officer, Ms. Valerie Palmieri recommended Ms. Nancy G. Cocozza to the Nominating and Governance Committee. The Nominating and Governance Committee evaluated the candidate on the basis of many factors including, but not limited to, requirements for independence; understanding of the Company’s businesses and its industry and markets; professional expertise and educational background; the candidate’s ethics, integrity, values, inquisitive and objective perspectives, practical wisdom, judgment and availability; and other factors that promote diversity of thought, views and experience. The candidate also interviewed with directors and a  background review of the candidate was conducted.

As a result of this process, the Nominating and Governance Committee determined that Ms. Nancy G. Cocozza was a qualified director candidate, and recommended her to our Board for appointment. Our Board appointed Ms. Cocozza as a director effective as of August  17, 2018.

Nominees for Director

 Information regarding the nominees for the Board of Directors is set forth below. The Company has no reason to believe that the nominees would be unable or unwilling to serve as a director if elected. However, in the event that any of the nominees is unable to or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the Board to fill the vacancy.







James S. Burns, D.L.S.Robert Auerbach, age 72, has been our director since June62, was nominated by the Board for election at the Annual Meeting. Dr. Auerbach retired as President of CooperSurgical Inc., a medical device and fertility company and wholly owned subsidiary of CooperCompanies in 2020. Having joined CooperSurgical in 2005, Dr. Auerbach previously held Executive Vice President positions including Chief Medical Officer and servedChief Strategy Officer. He continues to serve as Chairmanan adjunct faculty member and as an Executive Board Member of the Board from September 2011 to March 2013. He is the Chair of our NominatingCenter for Biomedical Innovation and Governance Committee andTechnology at Yale University. Dr. Auerbach has also been a member of our Compensation Committee. Dr. Burns servedthe Yale School of Medicine clinical faculty. He currently serves on the Board of Directors of OCON Healthcare, Escala Medical and Empress Medical as Chairmanwell as an advisor to CooperSurgical and GestVision. He is a graduate of the BoardLehigh-Hahnemann 6-year BA-MD program and Executive Chairman, from 2014 to 2016, and as President and Chief Executive Officer, from 2009 to 2014, of Assurex Health, Inc., an informatics-based precision medicine company focused on treatment decision support products for patients with neuropsychiatric disorders. Prior to joining Assurex Health, Dr. Burns was the President and Chief Executive Officer of EntreMed, Inc. from June 2004 to December 2008, and a director from September 2004 to December 2008. Dr. Burns was a co-founder and, from 2001 to 2003, served as President and as Executive Vice President of MedPointe Pharmaceuticals, a specialty pharmaceutical company that develops, markets and sells branded prescription pharmaceuticals. From 2000 to 2001, Dr. Burns served as a founder and Managing Director of MedPointe Capital Partners, a private equity firm that led a leveraged buyout to form MedPointe Pharmaceuticals. Previously, Dr. Burns was a founder, Chairman, President and Chief Executive Officer of Osiris Therapeutics, Inc., a biotech company developing therapeutic stem cell products for the regeneration of damaged or diseased tissue.  Dr. Burns has also been Vice Chairman of HealthCare Investment Corporation and a founding General Partner of Healthcare Ventures L.P., a venture capital partnership specializing in forming companies building around new pharmaceutical and biotechnology products; Group Presidentcompleted his OB/GYN residency at Becton, Dickinson and Company, a multidivisional biomedical products company; and Vice President and Partner at Booz & Company, Inc., a multinational consulting firm. Dr. Burns is a director of AFT Pharmaceuticals Ltd. (NZX/ASX:AFT), a specialty pharmaceutical company and Precera Bioscience (formerly Sano Informed Prescribing Inc.), specializing in patient-specific medication analyses. Dr. Burns previously served as a director of Symmetry Medical Inc. (formerly NYSE:SMA), a supplier of medical devices and orthopedic implants, andYale. Symmetry Surgical Inc. (formerly Nasdaq:SSRG), a supplier of general and specialty surgical instruments. Dr. Burns received his B.S. and M.S. in Biological Sciences from the University of Illinois, M.B.A. from DePaul University, and a  D.L.S. from Georgetown University. He has also earned a Board Leadership Fellow certification from the National Association of Corporate Directors.

Our Board has determined that based upon Dr. Burns’Auerbach’s extensive experience in the diagnosticsmedical industry, andincluding relevant experience as a current director and prior boardexecutive officer, he has the qualifications and skills to serve as a member of our Board. Dr. Auerbach was initially identified as a potential director candidate by a current director.

Celeste R. Fralick, Ph.D., age 63, was appointed to the Board in February 2022 and serves as a member of our Audit Committee.  Dr. Fralick recently retired as Chief Data Scientist at McAfee (Nasdaq: MCFE), a cybersecurity company, which was spun-off from Intel Corporation in 2017. Prior to her position at McAfee, Dr. Fralick served as Principal Engineer and Chief Technology Officer at Intel (Nasdaq: INTC). Since 2018, Dr. Fralick has served as Scientific Advisor to Innovatio, a privately held health predictive analytics company. She has also served as Managing Principal at Prukinje Science and Technology, LLC, a privately held data analytics consulting business, since 2019 and as a director for Prime Genomics, a privately held cancer diagnostic company, since 2020. Dr. Fralick earned a B.Sc. in Microbiology and Chemistry from Texas Tech University and a Ph.D. in Bioengineering from Arizona State University.

Our Board has determined that based upon Dr. Fralick’s extensive executive-level leadership and management experience hein technology and health sciences, she has the qualifications and skills to serve as a member of our Board and as a member of our Compensation Committee and Chair of our Nominating and Governance Committee.

Nancy Cocozza, age 58, became a director of Vermillion in August 2018. She is a member of our Audit Committee and is also a member of our Compensation Committee. Ms. Cocozza retired in June 2018 from the position of President of the Medicare Business for Aetna, where sheDr. Fralick was responsible for Aetna’s Medicare strategy, growth and operating results; she led a team that, at the time of her retirement, served more than 4 million Medicare members nationwide through a robust portfolio of Medicare Advantage plans, Medicare prescription drug plans and Medicare Supplement plans. Prior to Aetna, Ms. Cocozza was Executive Vice President at HealthMarkets, an individual market health insurance provider, where she led the Medicare division. She also led the government insurance programs at Coventry Health Care. Ms. Cocozza began her career at Aetna, where she spent 16 years building and leading various commercial managed care operations. Ms. Cocozza holds a B.S. degree in accounting from Thomas Jefferson/Philadelphia University.

Our Board has determined that based upon Ms. Cocozza’s extensive experience in the health industry, including her financial and Medicare reimbursement background, she has the qualifications and skills to serveinitially identified as a member of our Board, a  member of our Audit Committee, a  member of our Compensation Committee and a member of our Strategy Committee.potential director candidate through an executive search firm. 

Veronica G.H. Jordan, Ph.D., age 68,  Dr. Jordan71, became a director of VermillionAspira in December 2014 and serves as the Chair of our Compensation Committee and a member of our Audit Committee. Since 2007 she has served as an advisor to companies developing novel healthcare products and services. Previously, from 2001 to 2006, she was President and Chief Executive Officer of Medelle Corporation, a medical device company in women’s health. Prior to that, Dr. Jordan served for fourteen years in various executive positions at PAREXEL International Corporation. Earlier, she held business leadership roles at Biogen and managed an R&D department for Baxter International. Dr. Jordan served as a director of Albany Molecular Research Inc. (formerly Nasdaq:AMRI) from 2006 to 20162016. She currently serves on the board of Bicycle Therapeutics (Nasdaq: BCYC) and is currently the Chairpersonwas previously Board Chair for Royal Neighbors of America, a private life insurance company. She alsoIn addition, Dr. Jordan currently serves on the boards of a number of not-for-profit organizations working to advance healthcare initiatives. She earned a B.Sc. in Biochemistry from Cambridge University and a Ph.D. in Biochemistry/Cell Biology from Oxford University. Dr. Jordan holds an Executive Masters Professional Director Certification from the American College of Corporate Directors.



Our Board has determined that based upon Dr. Jordan’s extensive experience in the life sciences industry, including relevant experience as a current and prior director and as an executive officer, she has the qualifications and skills to serve as a member of our Board, and as a member of our Audit Committee and Chair of our Compensation Committee.

James T. LaFrance, age 60,63, was appointed to our Board in December 2013 and was also appointed Chairman2013. He served as Chair of our Board. Mr. LaFranceBoard from that date until his appointment as Lead Independent Director effective March 2022.  He was initially designated as a director nominee pursuant to the Stockholders Agreement described under “Certain Relationships and Related Transactions” below. He also served as our President and Chief Executive Officer from April 2014 to December 2014. Mr. LaFrance has over thirty years of diagnostic industry experience. From May 2012 to September 2013, Mr. LaFrance was head of digital pathology and acting Chief Executive Officer of Omnyx, LLC for GE Healthcare, a medical technology provider. From 2009 to 2011, Mr. LaFrance was the President and Chief Executive Officer of LaFrance Consulting, an independent consulting firm. Prior to that, Mr. LaFrance held a series of commercial, strategic marketing and business development leadership roles at Ventana Medical Systems, Inc. (now Roche Tissue Diagnostics), a provider of tissue-based diagnostic solutions, including general manager of their North American and International commercial organizations from 2001 to 2009. Prior to Ventana, Mr. LaFrance served in leadership roles in strategic marketing and business development at Bayer Diagnostics. He currently serves as a member of the boards of HTG Molecular, Inc., BioArray Genetics, Inc. and Personal Genome Diagnostics, Inc. He earned a Bachelor of Arts degree in Economics from the University of Connecticut and an M.B.A. from the University of Notre Dame.  

Our Board has determined that based upon Mr. LaFrance’s demonstrated executive-level management and commercial operations skills, as well as his prior role as our President and Chief Executive Officer and his prior board position, he has the qualifications and skills to serve as a member and the ChairmanLead Independent Director of our Board.Board, Chair of our Audit Committee and Chair of our Nominating and Governance Committee and member of our Compensation Committee.

Valerie B. Palmieri, age 57,60,  was appointed as our President and Chief Executive Officer in January 2015 and was elected to our Board in June 2015. She first joined VermillionAspira as Chief Operating Officer in October 2014.2014 and served as President and Chief Executive Officer from January 2015 until her subsequent appointment as Executive Chair of the Board effective March 2022. Ms. Palmieri brings to VermillionAspira more than 30 years of experience in the diagnostic laboratory industry, serving in numerous sales, operations, and executive leadership positions for both laboratory service and consulting organizations.

From April 2009 to October 2014, Ms. Palmieri was the President and Chief Executive Officer of Momentum Consulting, LLC, a national consulting firm serving the life science and diagnostic laboratory industries. During her time at Momentum, Ms. Palmieri also served as CEO/President of two healthcare start-ups that resulted in a successful exit for one and won her recognition as one of the “Top 10 Entrepreneurs of Springboard Enterprises” for the other. Prior to that she spent six years as the National Vice President of Anatomic Pathology Operations with LabCorp, one of the largest public diagnostic laboratories in the world. LabCorp was the successor company to Dianon Systems, also a publicly traded company, where she served as Senior Vice President of Operations. She was a key leader in the sale of Dianon to LabCorp in 2003. Ms. Palmieri holds a Bachelor of Science degree in Medical Technology from Western Connecticut State University.

Our Board has determined that based upon Ms. Palmieri’s extensive experience in the life science and diagnostic laboratory industries, including relevant experience as our former President and Chief Executive Officer, she has the qualifications and skills to serve as a member and the Executive Chair of our Board.

Nicole Sandford, age 52, was appointed to our Board in February 2021 and has served as our President and Chief Executive Officer since March 2022. Ms. Sandford brings more than three decades of executive and leadership experience to the role. Ms. Sandford has extensive experience as an innovator and business leader as well as a sought-after advisor to CEOs and Boards on strategy, operations, human capital, governance, and risk. At global consultancy Deloitte & Touche LLP, Ms. Sandford was the executive officer,sponsor of multiple new businesses in the life sciences/healthcare, financial services and consumer industries where she consistently oversaw rapid, sustainable growth.

Prior to joining Aspira, Ms. Sandford was the Global Board Services Leader for a  boutique human capital advisory and search firm, Ellig Group, where she advised multiple Fortune 500 companies. Prior to that, she spent over 27 years with Deloitte, launching and leading all aspects of operations for multiple businesses. Her last role was U.S. managing partner of Deloitte Risk and Financial Advisory LLP’s Regulatory and Operational Risk business. Previously, she was a Deloitte audit partner, specializing in high-growth global companies in the technology, healthcare and industrial sectors. She has extensive experience with complex transactions including mergers and acquisitions, financing, and both private and public securities offerings. Ms. Sandford is an Emeritus Member of the Weinberg Center at the University of Delaware and the patient representative for the Greenwich Hospital Breast Cancer Accreditation Committee. She is the Board Chair of Girl Scouts of Connecticut and a Board Member of the Stamford Public Education Foundation.

Our Board has determined that based upon Ms. Sandford’s extensive financial expertise and experience in leadership, she has the qualifications and skills to serve as a member of our Board.

David R. Schreiber, age 59,  became a director of Vermillion in December 2014. He serves as the Chair of our Audit Committee since June 2016 and previously served as aBoard, member of our Audit Committee from December 2014 to January 2016. He is also aand member of our Nominating and Governance Committee. Mr. Schreiber has held

Ruby Sharma, age 55, was nominated by the Board for election at the Annual Meeting. Ms. Sharma is currently employed as a variety of executive positions in the diagnostic laboratory industry for the past 27 years. For over 15 years, Mr. Schreiber has consulted for private equity firms to assist with their due diligence efforts and served in various interim operating roles for targeted or existing portfolio companies. From 1986 to 1996, Mr. Schreiber wasManaging Partner at Quest Diagnostics, initially inRNB Strategic Advisors, a variety of financial roles, his last position being Vice President and General Manager of Quest's Midwest Region, based in Chicago, Illinois. Following Quest, from 1996 to 2003, Mr. Schreiber was Senior Vice President and Chief Financial Officer of Dianon Systems, a publicly traded specialized pathology company, until Dianon was acquired by LabCorp. Mr. Schreiber was alsostrategic advisory firm.  Ms. Sharma serves as a member of Dianon's board of directors. Following Dianon, Mr. Schreiber joined the board of directors of Specialty Labs, a publicly traded lab company focused on serving the esoteric needs of hospitals. Mr. Schreiber helped lead the turnaround of Specialty Labs which led to its successful sale to Ameripath/Welsh Carson. At the same time, Mr. Schreiber joinedShotSpotter, Inc. (Nasdaq: SSTI) and an advisory council member for reacHIRE. She previously served onas the boardChair of Nanogen,the Audit Committee at Penn Medicine Princeton Health, as a publicly traded nanotechnology companymember of the Board of Trustees for the National Ascend Organization and as a member of the Asia Society Business Council. She retired in 2017 from her position as a  Senior Partner at global consultancy Ernst & Young LLP and has also began his consulting career. Mr. Schreiber receivedheld senior management positions with Arthur Andersen, LLP and Grant Thornton GmbH. Ms. Sharma is a B.S.Fellow Chartered Accountant and holds a B. A. in Finance andEconomics from Delhi University, India. Ms. Sharma has also attended an M.B.A. from Northern Illinois University.Executive Education program for EY Partners at Northwestern University’s Kellogg School of Management.



Our Board has determined that based upon Mr. Schreiber’sMs. Sharma’s extensive experience in the life sciences industry, including relevantaccounting and audit committee experience as a currentwell as her leadership and prior director and an executive officer and chief financial officer, heboard positions, she has the qualifications and skills to serve as a member of our Board, Chair of our Audit Committee and member of the Nominating and Governance Committee.Board.  Ms. Sharma was initially identified as a potential director candidate by a  current director.



THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE NAMED ABOVE.



CORPORATE GOVERNANCE

Independence of the Board of Directors

The Board has affirmatively determined, after considering all relevant facts and circumstances, that each of James S. Burns,Nancy G. Cocozza,Robert Auerbach, Celeste R. Fralick,  Veronica G.H. Jordan, James T. LaFrance and David R. SchreiberRuby Sharma is an independent director, as the term is currently defined under Nasdaq Listing Rule 5605(a)(2). Valerie Palmieri isThe Board also affirmatively determined that Sandra E. Brooks, David R. Schreiber and Nancy G. Cocozza, who served on the Board during 2021 but are not standing for re-election, was an independent director.  In its determination of Mr. Schreiber’s independence, the Board considered his consulting agreement with the Company, dated March 25, 2021, as amended, pursuant to which Mr. Schreiber performed certain consulting services for the Company following the conclusion of his service on the Board. The agreement concluded on October 31, 2021. The Board does not believe this consulting agreement interfered with the exercise of Mr. Schreiber’s independent judgment or compromised his designation as an independent director, as the term is currently defined under Nasdaq Listing Rule 5605(a)(2), as he did not receive any related compensation until after he was no longer a member of the Board.  Nicole Sandford and Valerie Palmieri are not independent directors because shethey currently servesserve as our President and Chief Executive Officer.Officer and our Executive Chair of the Board, respectively.

Board Leadership Structure

The Board believes that the leadership structure of the Board is a matter that should be evaluated and determined by the Board from time to time, based on the then-relevant facts and circumstances. The Board has chosen to separate the roles of Chief Executive Officer and ChairmanChair of the Board. This enables our President and Chief Executive Officer, Ms. Valerie Palmieri,Nicole Sandford, to focus on the day-to-day operation of our business, including strategic and operational plans to scale and transform the business to support Aspira’s planned growth, while allowing Mr. James LaFrance,Valerie Palmieri, our ChairmanExecutive Chair of the Board, to focus on leadership of the Board and advancing Aspira’s thought leadership, including enterprise value drivers, new products and strategic commercial, scientific and advocacy partnerships.  Pursuant to our Bylaws, given that the Chair of the Board is not an independent director, the independent directors of the Board have elected James T. LaFrance as the Lead Independent Director to preside over all meetings of the Board at which the Chair of the Board is not present, preside over the executive sessions of the independent directors, serve as a liaison between the Chair of the Board and the Board and have such other responsibilities as may be assigned to him from time to time by the Board. The Board believes that its current leadership structure best serves the objectives of the Board’s oversight and management, the ability of the Board to carry out its roles and responsibilities on behalf of the stockholders, and the Company’s overall corporate governance.

Role of the Board in Risk Oversight

The Board is involved in oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the Board, and particularly the Audit Committee and Nominating and Governance Committee, but the full Board has retained responsibility for general oversight of risks.

The Board satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers and department heads responsible for oversight of particular risks within the Company.

With respect to cybersecurity, the Audit Committee works closely with and receives updates from management at least annually on matters related to cybersecurity. Employees receive cybersecurity training at least annually. The Company maintains cyber liability insurance coverage and underwent an external HIPAA and security audit in 2021.

With respect to human capital-related risk exposures, the Compensation Committee works closely with management on matters related to significant compensation and equity decisions.

The Audit Committee reviews and assesses corporate responsibility matters, including environmental and social risks.

Meetings of the Board of Directors

Our Board establishes overall policies and standards and reviews the performance of management. The Board held nineseven meetings in 2018.2021.  Each director attended 75% or more of the aggregate number of meetings of the Board and the committees on which he or she served that were held during the period for which he or she was a director, except for Ms. Cocozza, who attended all but one such meeting held in 2018 during the period for which she served as a director.director. Applicable Nasdaq listing standards require that the independent directors meet at least twice a year, and perhaps more frequently from time to time in executive session. In 2018,2021, our independent directors met in regularly scheduled executive sessions at which only independent directors were present. It is our policy to request that all Board members attend the annual meeting of stockholders. We held our most recent annual meeting of stockholders on June 21, 201822,  2021 and all members of the Board standing for re-election attended the meeting.

Audit Committee

The Audit Committee of the Board was established by the Board to oversee our corporate accounting and financial reporting processes, systems of internal control over financial reporting and the quality and integrity of our financial statements and reports. In addition, the Audit Committee oversees the qualification, independence and performance of our independent registered public accounting firm. The Audit Committee also recommends to the Board the appointment of our independent registered public accounting firm.

The Audit Committee is currently composed of three directors: Mr. Schreiber (Chairperson)LaFrance (Chair), Ms. CocozzaDr. Fralick and Dr. Jordan. The Audit Committee is governed by a written charter adopted by the Board. The Audit Committee charter can be found in the Investor Overview & Financial Information section of our website at http://www.vermillion.com.www.aspirawh.com. The Audit Committee met threefour times in 2018.2021. The Board has determined that all members of our Audit Committee are independent pursuant to applicable Nasdaq and SEC requirements. The Board has also determined that Mr. SchreiberLaFrance qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. In making the determination that Mr. SchreiberLaFrance qualifies as an “audit committee financial expert,” the Board made a qualitative assessment of Mr. Schreiber’sLaFrance’s level of knowledge and experience based on a number of factors, including his  education as well as his experience as the chief financialexecutive officer of other companies.

Compensation Committee

The Compensation Committee of the Board acts on behalf of the Board to review, adopt and oversee our compensation strategy, policies, plans and programs. The Compensation Committee reviews and recommends to the Board for approval the compensation (i.e., salary, bonus and stock-based compensation grants) and other terms of employment or service of our Chief Executive Officer and other executive officers, reviews with management our Compensation Discussion and Analysis for inclusion in our proxy statements and other SEC filings, and administers the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”).2019 Plan. The Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

Our executive officers recommend to the Compensation Committee of the Board business performance targets and objectives and provide background information about the Company’s underlying strategic objectives. Our Chief Executive Officer generally makes recommendations to the Compensation Committee regarding salary increases for other executive officers during the regular merit increase process. Our executive officers are not present or involved in deliberations concerning their own compensation.

The Compensation Committee is currently composed of threetwo directors: Dr. Jordan (Chairman), Dr. Burns(Chair) and Ms. Cocozza.Mr.  LaFrance. The Board has determined that the members of our Compensation Committee are independent pursuant to applicable Nasdaq and SEC requirements. The Compensation Committee has adopted a written charter that can be found in the Investor Overview & Financial Information section of our website at http://www.vermillion.com.www.aspirawh.com. The Compensation Committee met foureight times in 2018.2021. The performance and compensation process and specific determinations of the Compensation Committee with respect to executive compensation for 20182021 are described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement.

Compensation Committee Interlocks and Insider Participation

There were no compensation committee interlocks during 2018.2021.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for identifying individuals qualified to serve as members of the Board, recommending to the Board nominees for election as our directors, and providing oversight with respect to corporate governance and ethical conduct. 

Our Nominating and Governance Committee currently consists of Dr. Burns (Chairman) and Mr. Schreiber.LaFrance (Chair). The Board has determined that the memberssole member of our Nominating and Governance Committee areis independent pursuant to applicable Nasdaq listing standards. The Nominating and Governance Committee has adopted a written charter that can be found in the Investor Overview & Financial Information section of our website at http://www.vermillion.com.www.aspirawh.com. The Nominating and Governance Committee met one timetwo times in 2018.2021.  

The information below describes the criteria and process that the Nominating and Governance Committee uses to evaluate candidates for selection to the Board.

Board Membership Criteria

The Nominating and Governance Committee is responsible for assessing the appropriate balance of experience, skills and characteristics required of directors. Nominees for director are selected on the basis of depth and breadth of experience, knowledge, integrity, ability to make independent analytical inquiries, understanding of our business environment, the willingness to devote adequate time to Board duties, the interplay of the candidate’s experience and skills with those of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. Although there is no

specific policy regarding diversity in identifying director nominees, both the Nominating and Governance Committee and the Board seek the talents and backgrounds that would be most helpful to us in selecting director nominees. In particular, the Nominating and Governance Committee, when recommending director candidates to the full Board for nomination, may consider whether a director candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.

Process for Identifying and Evaluating Nominees

The Nominating and Governance Committee initiates the process for identifying and evaluating nominees to the Board by identifying a slate of candidates who meet the criteria for selection as nominees and have the

specific qualities or skills being sought based on input from members of the Board, management and, if the Nominating and Governance Committee deems appropriate, a third-party search firm. Candidates are evaluated by the Nominating and Governance Committee on the basis of the factors described above under “Board Membership Criteria.” With respect to candidates for initial election to the Board, the Nominating and Governance Committee also reviews biographical information and qualifications and checks the candidates’ references. Qualified candidates are interviewed by at least one member of the Nominating and Governance Committee. Serious candidates meet, either in person or by telephone, with all members of the Nominating and Governance Committee and as many other members of the Board as practicable.

Using the input from interviews and other information obtained, the Nominating and Governance Committee evaluates which of the prospective candidates is qualified to serve as a director and whether the committee should recommend that the Board nominate, or elect to fill a vacancy with, a prospective candidate. Candidates recommended by the Nominating and Governance Committee are presented to the Board for selection as nominees to be presented for the approval of the stockholders or for election to fill a vacancy. 

The Nominating and Governance Committee and/or the Board will consider nominees for director who are recommended by our stockholders, provided that written notice of any such recommendation is received by our Corporate Secretary within the timeframe established by our Bylaws with respect to director nominations by stockholders (see “Information About the Annual Meeting and Voting--Submission of Stockholder Proposals for the 20202023 Annual Meeting”). All candidates for directors, including those who have been properly recommended or nominated by a stockholder, are evaluated using the criteria and process described above.

Strategy CommitteeBoard Diversity Matrix

The Strategy Committee assistsfollowing matrix is provided in accordance with applicable Nasdaq listing requirements and includes all director nominees, assuming the Company’selection of such nominees at the Annual Meeting.

Recent Amendments to our Bylaws

The Board continues to monitor evolving governance standards and enhance our governance practices to serve the long-term mission, visioninterests of Aspira’s stockholders.  To that end, in February 2022, we amended our Bylaws to provide that if the Chair of the Board is not one of the directors who has been determined by the Board to be an “independent director,” the independent directors will select a lead director from among the independent directors.

Prohibition on Hedging

All directors, employees, consultants and strategic direction. The Strategy Committee is responsible for reviewing periodic reportscontractors of the Company, together with their respective family members, are prohibited from managemententering into hedging or monetization transactions or similar arrangements with respect to Company strategy and/the Company’s common stock, including the purchase or related potential strategic transactions and providing recommendations tosale of puts or calls or the Board regarding the same. The Strategy Committee also meets as needed to discuss the prioritiesuse of our Company, taking into consideration economic, consumer andany other significant trends, as well as changes in our business. The Strategy Committee is currently composed of one director, Ms. Cocozza.derivative instruments.

Code of Ethics

We have adopted the Vermillion,Aspira Women’s Health Inc. Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our officers, directors and employees. The Code of Ethics is available in the Investor Overview & Financial Information section of our website at http://www.vermillion.com.www.aspirawh.com. We will disclose on our website any waiver of, or amendment to, the Code of Ethics as required by applicable SEC and Nasdaq requirements.

Stockholder Communications

Our stockholders may communicate directly with the Board of Directors or individual directors in writing, addressed to:

Board of Directors
c/o Corporate Secretary
Vermillion,Aspira Women’s Health Inc.
12117 Bee Caves Road, Building Three,III, Suite 100
Austin, Texas 78738

The Corporate Secretary will review each stockholder communication. The Corporate Secretary will forward to the entire Board (or to members of a committee thereof, if the communication relates to a subject matter clearly within that committee’s area of responsibility) or to any individual director, as applicable, each communication, except those that (a) relates to ourconstitute spam, junk mail, mass mailings, customer complaints or inquiries, job inquiries, surveys, business solicitations or governance, (b) is notadvertisements, or patently offensive and is legible in form and reasonably understandable in content, and (c) does not merely relate to a personal grievance against us, a director, a member of our management, or our other employees, or to further a personal interest not shared by the other stockholders generally.otherwise inappropriate material.

BOARD COMPENSATION

Our director compensation program is designed both to attract qualified non-employee directors and to fairly compensate them for their substantial responsibilities and time commitment. Periodically, the Compensation Committee reviews and determines the adequacy of the compensation program for non-employee directors and, based upon the results of its review, the Compensation Committee willmay make recommendations regarding the compensation program for non-employee directors to the Board. Directors are eligible to elect a mix of Restricted Stock Units (“RSUs”), stock option awards and cash awards. For 2018,2021, the Compensation Committee hired an independent compensation and benefits consultant to assist in the review of director compensation. ConsideringBased on the independent review, and the eliminationBoard increased the annual equity retainer from $60,000 to $72,500 for the Chair of the cash component,Board and increased the compensationannual equity retainer for the board was increasedother outside directors from $40,000 to $55,000.  In addition, the Board approved the addition of a cash retainer for each of the directors as follows:set forth below.  The 2021 non-employee director compensation program consisted of the following:



RSUs granted to non-employee directors vest 50% on June 1, 25% on September 1 and 25% on December 1, subject to the director’s continued service through the applicable vesting date. 

2018

2021 Director Compensation Table

The table below presents the compensation earned by our outsidenon-employee directors for the year ended December 31, 2018.2021. Ms. Palmieri did not receive any additional compensation for her service on the Board during 2021. Please see the “2021 Summary Compensation Table” for a summary of the compensation received by Mr. Palmieri for her service as our Chief Executive Officer during 2021.    



_____________________________



MANAGEMENT

Set forth below is a list of our current executive officers:

Biographical information about Ms. Sandford and Ms. Palmieri can be found under “Director Biographies and Qualifications.”

Robert Beechey joined Aspira in December 2017 as our Chief Financial Officer. Prior to joining the Company, Mr. Beechey spent three years with Q2 Solutions, a Quintiles Quest joint venture that provides clinical trial laboratory services. From 2016 to 2017, he served as Vice President and General Manager and, from 2015 to 2016, he served as Chief Financial Officer. From 2011 to 2015, Mr. Beechey served as Vice President of Quintiles Transnational Corporation, a research, clinical trial and pharmaceutical consulting services company that was acquired by Quintiles IMS Inc. (now known as IQVIA) in 2016. He also spent four years with Thermo Fisher Scientific, and over ten years with Eastman Kodak Company. Mr. Beechey received his Bachelors of Science in Economics from the Wharton School of the University of Pennsylvania, and his M.B.A. from Insead.

COMPENSATION COMMITTEE REPORT1

The following Compensation Committee Report shall not be deemed to be “soliciting material,” deemed “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that might incorporate by reference future filings, including this proxy statement, in whole or in part, the following Compensation Committee Report shall not be incorporated by reference into any such filings.

Our executive compensation program for our Named Executive Officers is administered by the Compensation Committee of the Board of Directors. The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s annual report on Form 10-K for the year-ended December 31, 2018.2021.

This report is provided by the following independent members of the Compensation Committee:

Veronica G.H. Jordan, ChairmanChair

James S. BurnsT. LaFrance
Nancy Cocozza

COMPENSATION DISCUSSION AND ANALYSIS

This section describes the compensation program for our Named Executive Officers. In particular, this section focuses on our 20182021 compensation program and related decisions. As a smaller reporting company, we are not required to include a “Compensation Discussion and Analysis” and are permitted to exclude certain executive compensation tables from our disclosure. We have elected to include a Compensation Discussion and Analysis as well as additional tables under Item 402 on a voluntary basis. As permitted under Item 402 of Regulation S-K, we are not including pay ratio disclosure in light of our status as a smaller reporting company.

Named Executive Officers During 20182021

The following individuals who served as executive officers of the Company during 20182021 were our “Named Executive Officers” for 2018:2021:

*On February 23, 2022, the Board appointed Ms. Palmieri as its Executive Chair and appointed Nicole Sandford, a director on the Board, as the Company’s President and Chief Executive Officer, each effective as of March 1, 2022. Please see the “Executive Officer Compensation” section below for a summary of the compensation arrangements entered into in connection with this management transition.

Compensation Philosophy and Objectives

Our executive compensation program for our Named Executive Officers is administered by the Compensation Committee of the Board. The Compensation Committee annually reviews our executive compensation program to evaluate whether it appropriately rewards performance that is tied to sound decision-making and creating stockholder value, and is designed to achieve our goals of promoting financial and operational success by attracting, motivating and facilitating the retention of key employees with outstanding talent and ability. 

The goal of our compensation program for our Named Executive Officers is the same as for the overall Company, which is to foster compensation policies and practices that attract, engage and motivate high caliber talent by offering compensation in a competitive range. We are committed to a total compensation philosophy and

structure that provides flexibility in responding to market factors; rewards and recognizes superior performance; attracts highly skilled, experienced and capable employees; and is fair and fiscally responsible.

The Compensation Committee has designed and implemented compensation programs for Named Executive Officers to reward them for improving our financial and operating performance and leadership excellence, to align their interests with those of our stockholders and to encourage them to remain with us for long and productive careers. Because bonus and equity compensation play a key role in aligning our executives’ interests with our stockholders’ interests, annual incentives and equity incentives constitute an essential portion of Named Executive Officer compensation. We believe that our compensation elements simultaneously fulfill one or more performance, alignment and/or retention objectives.

Base salary and annual incentives are designed to reward annual achievements and be commensurate with the executive’s scope of responsibilities, demonstrated leadership abilities, and management experience and effectiveness. Our other elements of compensation focus on motivating and challenging the executive to achieve superior, longer-term, sustained results.

In establishing compensation for the Named Executive Officers, the following are the Compensation Committee’s objectives:

The Compensation Committee reviews all components of the Named Executive Officers’ compensation, including annual base salary, bonuses based on corporate and individual performance, equity compensation, perquisites and severance benefits. For equity incentive compensation, which includes grants of RSUs and stock options, the Compensation Committee reviews accumulated realized and unrealized stock options and RSU gains.compensation. The Compensation Committee also reviews the dollar value to the executive and cost to the Company of all perquisites, as well as the actual and projected payout obligations under several potential severance and change in control scenarios. In addition, from time to time, the Compensation Committee may hire compensation and benefits consultants to assist in developing and reviewing overall executive compensation strategies, which the Compensation Committee did utilize in 2018.2021. The Compensation Committee determined that the Compensation Committee’s independent compensation consultant, Arnosti Consulting, Inc., had no conflicts of interest related to services rendered for the Compensation Committee. The Compensation Committee also receives input from the Chief Executive Officer regarding the compensation of all key employees other than the Chief Executive Officer.her own compensation.

On June 21, 2018,22,  2021, we held a stockholder advisory vote on the compensation of our named executive officersNamed Executive Officers for 2018,2021, commonly referred to as a say-on-pay vote. Our stockholders overwhelmingly voted to approve the 20182021 compensation of our named executive officers,Named Executive Officers, as disclosed in the 20182021 proxy statement, with approximately 98% of the shares present in person or by proxy voting “FOR” the proposal. Considering the results of this advisory vote, the Compensation Committee decided to retain our overall executive compensation philosophy and did not make any changes to our executive compensation program in response to the 20182021 say-on-pay vote. The Compensation Committee believes that the elements of the Company’s executive compensation program are structured in a way that is supportive of the Company’s strategic objectives and is aligned with interests of the Company’s stockholders. 

Peer Group

In evaluating 2021 executive compensation decisions, the Compensation Committee also considers peer group comparator data derived from the following companies: CareDX, Inc., GenmarkAccelerate Diagnostics, Inc., iCAD,Castle Biosciences Inc., Chembio Diagnostics, Inc., Co-Diagnostics, Inc., Cytosorbents Corp, Derm Tech, Inc., Enzo Biochem Inc., Exagen Inc., Fulgent Genetics, Inc., GenMark Diagnostics, Inc., Meridian Bioscience Inc., NanoString Technologies Inc., Orasure Technologies Inc., Oxford Immunotec Global PLC, Pacific Biosciences of California,Personalis, Inc., Quanterix Corp, Quotient Ltd, T2 Biosystems, Inc., Trovagene, Inc., Venaxis, Inc., and Veracyte, Inc. and VolitionRx.



Compensation Components

Our executive compensation program is designed to attract executives with the requisite skills deemed necessary to support our strategic objectives, to reward executives for the achievement of near-term and long-term objectives, and to retain executives by aligning compensation with the longer-term creation of stockholder value, by developing a sustainable business with consistent performance.

Our compensation program is comprised of the following components for the Named Executive Officers:

The Compensation Committee believes that these elements of compensation, when combined, are effective, and will continue to be effective, in achieving the overall objectives of our compensation program.

Base Salaries. Executive salaries are determined based on the data from our comparator group, an evaluation of each officer’s individual performance throughout the year, level of responsibility, overall salary structure, budget guidelines and assessment of our financial condition. We believe that this approach ensures that our cost structure will allowallows us to remain competitive in the market. Salaries paid to the Named Executive Officers in fiscal 2018year 2021 were within thea targeted range of the peer group aggregate. The Compensation Committee normally reviews and adjusts as appropriate the base salaries for the Named Executive Officers in the first half of each calendar year. For fiscal year 2018,2021,  an adjustment was made to Ms. Palmieri’s salary from $400,000 to $450,000. There were no adjustments to the base salary were made with respect to our Named Executive Officers.for Mr. Beechey. 

Annual Incentive Bonuses. Consistent with our objectives to tie a significant portion of the Named Executive Officers’ total compensation to our performance, all Named Executive Officers have a target bonus of a fixed percentage of their base salary. At the beginning of each fiscal year, the Compensation Committee establishes performance measures and goals, which typically include

milestones and targets. The milestones and targets are formulated into specific metrics on which to measure performance and attainment of goals during the year. The Compensation Committee typically assigns weightings to the various performance goals to provide a balanced approach to the various factors applied to determining bonus amounts. For fiscal year 2018,2021, these goals, milestones and targets, which were designed to be challenging yet achievable with strong management performance, focused primarily on the following:

At the beginning of each fiscal year, (or, if later, at the time of commencement of employment with the Company), the Compensation Committee establishes bonus payout targets for each Named Executive Officer. The Compensation Committee generally establishes the individual payout targets for each Named Executive Officer based on the executive’s position, level of responsibility and a review of the peer group. For 2018,2021, the payout targets for each Named Executive Officer remained the same as the prior yearincreased from 50% of base salary for Ms. Palmieri and were as follows:40% of base salary for Mr. Beechey.







After the close of each fiscal year, or other such timeframe as determined by the Compensation Committee, the Compensation Committee assesses the performance of each Named Executive Officer against the pre-established metrics and specific progress of the Company with respect to such metrics. Each Named Executive Officer receives a bonus based on his or her individual payout target and our performance measured relative to the specific performance goals.goals and Company progress with respect to the pre-established metrics.

As a result of this evaluation of 2018 goals, milestones and targets,Despite the challenges resulting from the COVID-19 pandemic, the Compensation Committee determined that the targets for the fiscal year 2018corporate progress had been partially metmade with respect to the pre-established metrics and, paid actualas a result, the bonus payouts of approximately 25% of the aggregate bonus target amountpayout for each Ms. Palmieri and Mr. Beechey was 40% and 70% of the Named Executive Officersother than Mr. Ferrara. Mr. Ferrara did not receive a 2018 annual bonus in light of his separation from the Company.their target opportunity, respectively. The following table sets forth the 20182021 annual bonus payouts for each of our Named Executive Officers::





Equity Incentive Compensation. The equity component of our executive compensation program is designed to fulfill our performance alignment and retention objectives. We currently maintain

In general, Named Executive Officers receive incentive stock option grants at the 2010 Plan. The 2010 Plan is administeredtime of hire. Annually thereafter, they receive additional equity-based compensation as recommended by the Compensation Committee.Equity-based compensation is based on individual performance and contributions toward the achievement of our business objectives, as well as overall Company performance. The number of underlying shares that may be purchased pursuant to the stock options granted to each Named Executive Officer varies based on the executive’s position and responsibilities. In addition, amounts are determined by comparing the level of equity-based compensation that is awarded to executives at the peer group companies.

The 2010Compensation Committee granted equity-based compensation to the Named Executive Officers during the year ended December 31, 2021 in the form of stock options as follows:

The 2019 Stock Incentive Plan generally authorizes usthe Company to make awards reserving the following recourse against a participant who does not comply with certain employment-related covenants, either during employment or for certain periods after ceasing to be employed: we may terminate any outstanding, unexercised, unexpired, unpaid, or deferred awards; rescind any exercise, payment or delivery pursuant to the award; or recapture any shares (whether restricted or unrestricted) or proceeds from the participant’s sale of shares issued pursuant to the award. These remedies are also generally available to us for awards that would have had a lower grant level, vesting, or payment if a participant’s fraud or misconduct had not caused or partially caused the need for a material financial restatement by us or any affiliate. In addition, all awards or proceeds from the sale of awards made or earned pursuant to the 20102019 Stock Incentive Plan will be subject to the Company’s right of us to full recovery (with reasonable interest thereon) in the event that the Board determines reasonably and in good faith that any participant’s fraud or misconduct has caused or partially caused the need for a material restatement of our financial statements for any fiscal year to which the award relates.

In general, Named Executive Officers receive incentive stock option grants at the time of hire. Annually thereafter, they receive additional equity-based compensation as recommended by the Compensation Committee. Equity-based compensation is based on individual performance and contributions toward the achievement of our business objectives, as well as overall Company performance. The number of underlying shares that may be purchased pursuant to the stock options granted to each Named Executive Officer varies based on the executive’s position and responsibilities. In addition, amounts are determined by comparing the level of equity-based compensation that is awarded to executives at the peer group companies.

The Compensation Committee granted equity-based compensation to the Named Executive Officers during the year ended December 31, 2018 in the form of stock options,  as follows:



Employee Benefits Programs. Our employee benefits program primarily consists of two components: (1) severance and change in control arrangements and (2) perquisites and other broad-based benefits.

Severance and Change in Control Arrangements.  Under the terms of the Named Executive Officer’s employment agreements, each is eligible to receive severance benefits upon a termination by the Company without cause or by the executive officer due to good reason. The Compensation Committee believes that these arrangements are important in order to attract and retain executive officer talent as many of the peer group companies provide similar benefits.

In addition, the Compensation Committee believes that executive officers have a greater risk of job loss or modification as a result of a change in control transaction than other employees. Accordingly, we have entered intothe employment agreements include change in control agreements with each of our Named Executive Officers,provisions under which they will receive certain payments and benefits upon qualifying terminations that follow a change in control. The principal purpose of the change in control agreementsprovisions is to provide executive officers with appropriate incentives to remain with us before, during and after any change in control transaction by providing the executive officers with security in the event their employment is terminated or materially changed following a change in control. By providing this type of security, the change in controlemployment agreements help ensure that the executive officers support any potential change in control transaction that may be considered in the best interests of our stockholders, even while the transaction may create uncertainty in the executive officer’s personal employment situation. The Compensation Committee believes that salary and benefits for one year for our President and Chief Executive Officer and nine months for our Chief Financial Officer are reasonable and appropriate to achieve the desired objectives of the agreements.



Perquisites and Other Benefits.  Our Named Executive Officers participate in our standard employee benefits programs, including medical, dental, vision, life, short-term and long-term disability insurance, 401(k) Plan and flexible spending accounts. 

Method for Determining Compensation Amounts

In deciding on the type and amount of compensation for each executive, the Compensation Committee seeks to align the interests of the Named Executive Officers with those of our stockholders. In making compensation decisions, the Compensation Committee reviews the performance of the Company and carefully evaluates an executive’s performance during the year against established goals, leadership qualities, operational performance, business responsibilities, career with the Company, current compensation arrangements and long-term potential to enhance shareownershareholder value. The types and relative importance of specific financial and other business objectives vary among our Named Executive Officers depending on their positions and the particular operations or functions for which they are responsible. The Compensation Committee does not adhere to rigid formulas when determining the amount and mix of compensation elements. The Compensation Committee seeks to structure compensation

elements in a manner that optimizes the executive’s contributions to the Company and reflects an evaluation of the compensation paid by our competitors.

The Compensation Committee reviews both current pay and the opportunity for future compensation to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. However, prior stock compensation gains are not considered in setting future compensation levels. The mix of compensation elements is designed to reward recent results and motivate long-term performance through a combination of cash and equity incentive awards.

The Compensation Committee has primary responsibility for assisting the Board in developing and evaluating potential candidates for executive positions, including the Chief Executive Officer, or CEO. As part of this responsibility, the Committee oversees the design, development and implementation of the compensation program for the CEO and the other Named Executive Officers. The Compensation Committee evaluates the performance of the CEO and determines CEO compensation in light of the goals and objectives of the compensation program. The CEO and the Compensation Committee assess the performance of the other Named Executive Officersexecutive officers, and the Compensation Committee determines their compensation after considering initial recommendations from the CEO.

Compensation Policies and Practices Regarding Risk Management

In fulfilling its role in assisting the Board in its risk oversight responsibilities, the Compensation Committee believes that our compensation policies and practices do not motivate imprudent risk-taking. Specifically, the Compensation Committee reviewed the following features of our compensation programs that guard against excessive risk-taking:

Executive Officer Compensation

President and Chief

Executive Officer. Chair of the Board.

In connection with Ms. Palmieri’s appointment to the position of President and Chief Executive Officer, the Company and Ms. Palmieri entered into an amended and restated employment agreement, (the “Employment Agreement”), effective as of January 1, 2015. Pursuant to2015, which was in effect as of December 31, 2021.  Under the Employment Agreement,terms of the Company will payemployment agreement, if Ms. Palmieri an annual base salary of $375,000. Effective April 1, 2019, Ms. Palmieri’s salary was increased to $400,000. In addition, Ms. Palmieri will be eligible for a bonus of up to fifty percent (50%) of her base salary for achievement of Company and individual performance-related goals to be established by the Board (the “Performance Goals”). If Ms. Palmieri is terminated without cause or resignsresigned for good reason (as these terms arewere defined in the Employment Agreement)employment agreement) and provided that she compliescomplied with certain requirements (including signing a standard separation agreement), under the Employment Agreement:employment agreement: (i) she will bewould have been entitled to continued payment of her base salary as then in effect for a period of 12 months following the date of termination; (ii) she will bewould have been entitled to continued health and dental benefits through COBRA premiums paid by the

Company until the earlier of 12 months after termination or the time that she obtains employment with reasonably comparable or greater health and dental benefits and (iii) she willwould have a 12-month period after her termination of service (as employee, director or consultant) to exercise any and all of her options that had vested upon termination of employment to purchase Company common stock (subject to earlier expiration at the end of the option’s original term or Ms. Palmieri’s breach of her Employment Agreementemployment agreement or other agreement with the Company). In addition, if Ms. Palmieri iswas terminated without cause before the expiration of the performance period, she has completed the Performance Goals, she willwould be paid, on a pro rata basis, a bonus commensurate with the portion of the Performance Goalsperformance goals that havehad been achieved by the time of such termination. Finally, Ms. Palmieri’s employment agreement provided that if Ms. Palmieri’s employment was terminated without cause or for good reason within the Employment Agreement12-month period following a change of control (as such term is defined in the employment agreement), then, in addition to the severance obligations due to Ms. Palmieri as described above, 100% of any then-unvested options to purchase Company common stock previously granted by the Company would have vested upon the date of such termination (subject to earlier expiration at the end of the option’s original term).

In connection with Ms. Palmieri’s appointment to the position of Executive Chair of the Board, the Company and Ms. Palmieri entered into an amended and restated employment agreement, effective as of March 1, 2022. Pursuant to Ms. Palmieri’s employment agreement, the Company will pay Ms. Palmieri an annual base salary of $450,000. In addition, Ms. Palmieri will be eligible for a bonus of up to 75% of her base salary for achievement of Company and individual performance-related goals to be established by the Compensation Committee. The employment agreement ends on March 1, 2023 but can be extended by the Company for one year.  If Ms. Palmieri is terminated without cause or resigns for good reason (as these terms are defined in the employment agreement) and provided that she complies with certain requirements (including signing a standard separation agreement), under the employment agreement: (i) she will be entitled to continued payment of her base salary as then in effect until March 1, 2023; (ii) she will be entitled to continued health and dental benefits through COBRA premiums paid by the Company until March 1, 2023 or the time that she obtains employment with reasonably comparable or greater health and dental benefits and (iii) she will have until March 1, 2024 to exercise any and all of her options that had vested upon termination of employment to purchase Company common stock (subject to earlier expiration at the end of the option’s original term or Ms. Palmieri’s breach of her employment agreement or other agreement with the Company), unless an extension of up to six months is agreed upon by both Ms. Palmieri and the Company. Finally, Ms. Palmieri’s employment agreement provides that if Ms. Palmieri’s employment is terminated without cause or for good reason within the 12-month period following a change of control (as such term is defined in the Employment Agreement)employment agreement), then, in addition to the severance obligations due to Ms. Palmieri as described above, 100% of any then-unvested options to purchase Company common stock previously granted by the Company will vest upon the date of such termination (subject to earlier expiration at the end of the option’s original term).

President and Chief Executive Officer.  In connection with Ms. Sandford’s appointment to the position of President and Chief Executive Officer, the Company and Ms. Sandford entered into an employment agreement, effective as of March 1, 2022. The employment agreement ends on February 28, 2023, unless extended by agreement of both Ms. Sandford and the Company.

Pursuant to Ms. Sandford’s employment agreement, the Company will pay Ms. Sandford an annual base salary of $500,000. In addition, Ms. Sandford will be eligible for a discretionary bonus, as determined by the Board.  The employment agreement provides that Ms. Sandford will be granted a series of stock option awards, each with respect to 5,000 shares of Company common stock, on the first trading day of each calendar month during the employment agreement term, subject to the terms and conditions of the Company’s 2019 Stock Incentive Plan and a stock option award agreement in a form substantially similar to that used by the Company for other senior executives of the Company (the “Options”). Each Option shall have a per share exercise price equal to the closing price per share of Company common stock as of the applicable grant date and shall become vested and exercisable on the last day of the calendar month in which the Option was granted, subject to Ms. Sandford’s continued employment by the Company as President and Chief Executive Officer through such vesting date. The employment agreement further provides that if her employment is terminated by the Company without cause, no Option shall expire earlier than the earliest to occur of (i) the first anniversary of the date of her termination of employment as President and Chief Executive Officer, (ii) the date on which such Option would have expired if her employment had continued through the full term of such Option set forth under the Company’s 2019 Stock Incentive Plan and (iii) the date on which she breaches the Employment Agreement or any other agreement between Ms. Sandford and the Company or any of its affiliates.

Pursuant to the employment agreement, Ms. Sandford is required to provide the Company with at least 60 days’ notice of her resignation for any reason, and her resignation date must be no earlier than August 31, 2022. If Ms. Sandford’s employment is terminated by the Company without cause (as defined in the employment agreement), she is entitled to 60 days’ prior written notice of such termination and the termination date must be no earlier than August 31, 2022. No notice is required if Ms. Sandford’s employment concludes upon the expiration of the employment agreement term or if the Company terminates her employment for cause. Other than the foregoing notice obligation, Ms. Sandford is not entitled to any severance payments under the employment agreement.

Chief Financial Officer.  On December 18, 2017, wethe Company entered into an employment agreement with Robert Beechey. The employment agreement between the Company and Mr. Beechey provides that the Company would initially pay Mr. Beechey an annual base salary of $280,000. Under the employment agreement, Mr. Beechey is eligible for a bonus of up to 40%50% of his base salary for achievement of performance-related goals and milestones. The employment agreement provides that, in the event that Mr. Beechey is terminated without cause or resigns for good reason (as these terms are defined in the employment agreement), he is entitled to receive: (i) continued payment of his base salary as then in effect for a period of nine months following the date of termination; (ii) continued health and dental benefits paid by the Company until the earlier of nine months after termination or the time that Mr. Beechey obtains employment with reasonably comparable or better health and dental benefits and (iii) a 12-month period after termination to exercise any and all of his vested options to purchase the Company’s common stock (subject to earlier expiration at the end of the option’s original term). Additionally, if Mr. Beechey’s employment is terminated without cause or if he resigns for good reason within the 12-month period following a change in control (as the term is defined in the employment agreement), then, in addition to the severance obligations due to Mr. Beechey as described above, 100% of any then-unvested options previously granted by the Company will vest upon the date of such termination.

Former Chief Operating Officer. We entered into an employment agreement with Fred Ferrara on April 1, 2015. Under the terms of the employment agreement, in the event Mr. Ferrara was terminated without cause or resigned for good reason (as these terms are defined in the employment agreement), he would be entitled to receive: (i) continued payment of his base salary as then in effect for a period of nine months following the date of termination; (ii) continued health and dental benefits paid by the Company until the earlier of nine months after termination or the time that Mr. Ferrara obtains employment with reasonably comparable or better health and dental benefits and (iii) a 12-month period after termination to exercise any and all of his vested options to purchase the Company’s common stock (subject to earlier expiration at the end of the option’s original term). Additionally, if Mr. Ferrara’s employment was terminated without cause or if he resigned for good reason within the 12-month period following a change in control (as the term is defined in the employment agreement), then, in addition to the severance obligations due to Mr. Ferrara as described above, 100% of any then-unvested options previously granted by the Company would vest upon the date of such termination. In connection with his separation from the Company, Mr. Ferrara received separation benefits in accordance with the terms of his employment agreement.

20182021 Summary Compensation Table 

The compensation earned by the Named Executive Officers for the years ended December 31, 20182021 and December 31, 20172020 was as follows:





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20182021 Grants of Plan-Based Awards

The grants of plan-based awards to the Named Executive Officers during 20182021 were as follows: