SCHEDULE 14A - Aspirawh

Broker non-votes will have no effect on the outcome of the votes with respect to the proposals to elect thedirector nominees (Proposal 1), to approve the compensation of our Named Executive Officers (Proposal 2) or toapprove the Company’s 2019 Stock Incentive Plan (Proposal 3).The proposal to ratify the selection of BDO USA, LLP as our independent registered public accountingfirm (Proposal 4) is considered a routine matter, and the broker, bank or nominee is allowed to vote the shares instreet name, without receiving specific instructions from stockholders on how to vote the shares on that proposal.Attendance at the Annual MeetingAttendance at the Annual Meeting will be limited to stockholders as of the Record Date. Each stockholdermay be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holdingstock in brokerage accounts or by a bank or other nominee may be required to show a brokerage statement oraccount statement reflecting stock ownership as of the Record Date.Householding of Proxy MaterialsSome banks, brokers and other nominee record holders may be “householding” our proxy statements andannual reports. This means that only one copy of our proxy statement and annual report to stockholders may havebeen sent to multiple stockholders in your household. We will promptly deliver a separate copy of either documentto you if you call or write 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. If you want to receive separate copies ofthe proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and wouldlike to receive only one copy per household, you should contact your bank, broker or other nominee, or you maycontact us at the above address or telephone number.Submission of Stockholder Proposals for the 2020 Annual MeetingIn order to be eligible for inclusion in the Company’s proxy statement and form of proxy for the 2020 annualmeeting of stockholders (the “2020 Annual Meeting”), stockholder proposals must comply with Rule 14a-8promulgated by the Securities and Exchange Commission (the “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 bedelivered to our principal executive offices no later than 120 days before the one-year anniversary of the release dateof the previous year’s annual meeting proxy statement. Accordingly, if you wish to submit a proposal to beconsidered for inclusion in the proxy statement for our 2020 Annual Meeting, you must submit the proposal inwriting to Vermillion, Inc., 12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas 78738, Attention:Corporate Secretary. We must receive the proposal by January 14, 2020 in order to consider it for inclusion in theproxy statement for our 2020 Annual Meeting.Stockholder proposals and director nominations not included in our proxy statement for our 2020 AnnualMeeting) will not be eligible for presentation at the meeting unless they comply with the advance noticerequirements set forth in our Bylaws, including that the stockholder gives timely notice of the proposal ornomination in writing to our principal executive offices. To be timely, stockholder proposals and directornominations must be received by us not earlier than the 120 th day nor later than the 90th day prior to the one-yearanniversary of the previous year’s annual meeting. Accordingly, proposals and nominations that are not receivedbetween February 19, 2020 and March 20, 2020 will not be voted on at the 2020 Annual Meeting. Our Bylawscontain provisions regarding information that must be set forth in a stockholder’s notice or otherwise provided inconnection with stockholder proposals and director nominations.YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARESYOU OWN. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT TODAY INTHE ENCLOSED PRE-ADDRESSED POSTAGE-PAID ENVELOPE.If your shares are held in the name of a brokerage firm, bank, nominee or other institution, only it cansign a proxy card with respect to your shares and only upon specific instructions from you. Please return theenclosed proxy card to your broker or bank and contact the person responsible for your account to ensure thata proxy is voted on your behalf.3

PROPOSAL 1: ELECTION OF DIRECTORSOur Board of Directors currently consists of six members and two vacant Board seats, with directors servingfor a one-year term expiring at the 2019 annual meeting of our stockholders and until their successors are electedand qualified.The six persons named below, all of whom currently serve on our Board, have been nominated to serve on theBoard 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 thehighest number of affirmative votes will be elected as directors. Stockholders may not vote for more than sixnominees.In evaluating the suitability of individual Board members, our Nominating and Corporate GovernanceCommittee 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 professionalbackground, judgment, integrity, ability to make independent analytical inquiries and willingness to devote adequatetime to Board duties. The Board evaluates each individual in the context of the Board as a whole with the objectiveof retaining a group with diverse and relevant experience that can best perpetuate the Company’s success andrepresent stockholder interests through sound judgment.Recent Changes to the BoardIn an effort to supplement the qualifications and skills of our Board, our President and Chief ExecutiveOfficer, Ms. Valerie Palmieri recommended Ms. Nancy G. Cocozza to the Nominating and GovernanceCommittee. The Nominating and Governance Committee evaluated the candidate on the basis of many factorsincluding, but not limited to, requirements for independence; understanding of the Company’s businesses and itsindustry 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 promotediversity of thought, views and experience. The candidate also interviewed with directors and a background reviewof 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 Boardappointed Ms. Cocozza as a director effective as of August 17, 2018.Nominees for DirectorInformation regarding the nominees for the Board of Directors is set forth below. The Company has no reasonto believe that the nominees would be unable or unwilling to serve as a director if elected. However, in the event thatany of the nominees is unable to or declines to serve as a director at the time of the Annual Meeting, the proxies willbe voted for any nominee who is designated by the Board to fill the vacancy.NameJames S. Burns, D.L.S.Ms. Nancy G. CocozzaVeronica G.H. Jordan,Ph.D.Mr. James T. LaFranceMs. Valerie B. PalmieriMr. David R. SchreiberAgePosition with VermillionChairman - Nominating and Governance Committee; Member - Compensation72CommitteeMember - Audit Committee; Member - Compensation Committee; Member 58Strategy Committee68 Chairman - Compensation Committee; Member - Audit Committee60 Chairman of the Board57 President, Chief Executive Officer and DirectorChairman - Audit Committee; Member - Nominating and Governance59Committee4

James S. Burns, D.L.S., age 72, has been our director since June 2005 and served as Chairman of theBoard from September 2011 to March 2013. He is the Chair of our Nominating and Governance Committee and amember of our Compensation Committee. Dr. Burns served as Chairman of the Board and Executive Chairman,from 2014 to 2016, and as President and Chief Executive Officer, from 2009 to 2014, of Assurex Health, Inc., aninformatics-based precision medicine company focused on treatment decision support products for patients withneuropsychiatric disorders. Prior to joining Assurex Health, Dr. Burns was the President and Chief ExecutiveOfficer of EntreMed, Inc. from June 2004 to December 2008, and a director from September 2004 to December2008. Dr. Burns was a co-founder and, from 2001 to 2003, served as President and as Executive Vice President ofMedPointe Pharmaceuticals, a specialty pharmaceutical company that develops, markets and sells brandedprescription pharmaceuticals. From 2000 to 2001, Dr. Burns served as a founder and Managing Director ofMedPointe Capital Partners, a private equity firm that led a leveraged buyout to form MedPointePharmaceuticals. Previously, Dr. Burns was a founder, Chairman, President and Chief Executive Officer of OsirisTherapeutics, Inc., a biotech company developing therapeutic stem cell products for the regeneration of damaged ordiseased tissue. Dr. Burns has also been Vice Chairman of HealthCare Investment Corporation and a foundingGeneral Partner of Healthcare Ventures L.P., a venture capital partnership specializing in forming companiesbuilding around new pharmaceutical and biotechnology products; Group President at Becton, Dickinson andCompany, 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), aspecialty pharmaceutical company and Precera Bioscience (formerly Sano Informed Prescribing Inc.), specializingin 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, and Symmetry Surgical Inc.(formerly Nasdaq:SSRG), a supplier of general and specialty surgical instruments. Dr. Burns received his B.S. andM.S. in Biological Sciences from the University of Illinois, M.B.A. from DePaul University, and a D.L.S. fromGeorgetown University. He has also earned a Board Leadership Fellow certification from the National Associationof Corporate Directors.Our Board has determined that based upon Dr. Burns’ extensive experience in the diagnostics industry, andcurrent and prior board and management experience, he has the qualifications and skills to serve as a member of ourBoard 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 AuditCommittee and is also a member of our Compensation Committee. Ms. Cocozza retired in June 2018 from theposition of President of the Medicare Business for Aetna, where she 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 Medicaremembers nationwide through a robust portfolio of Medicare Advantage plans, Medicare prescription drug plans andMedicare Supplement plans. Prior to Aetna, Ms. Cocozza was Executive Vice President at HealthMarkets, anindividual market health insurance provider, where she led the Medicare division. She also led the governmentinsurance programs at Coventry Health Care. Ms. Cocozza began her career at Aetna, where she spent 16 yearsbuilding and leading various commercial managed care operations. Ms. Cocozza holds a B.S. degree in accountingfrom 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 serve as amember of our Board, a member of our Audit Committee, a member of our Compensation Committee and a memberof our Strategy Committee.Veronica G.H. Jordan, Ph.D., age 68, Dr. Jordan became a director of Vermillion in December 2014 andserves as the Chair of our Compensation Committee and a member of our Audit Committee. Since 2007 she hasserved as an advisor to companies developing novel healthcare products and services. Previously, from 2001 to2006, she was President and Chief Executive Officer of Medelle Corporation, a medical device company inwomen’s health. Prior to that, Dr. Jordan served for fourteen years in various executive positions at PAREXELInternational Corporation. Earlier, she held business leadership roles at Biogen and managed an R&D departmentfor Baxter International. Dr. Jordan served as a director of Albany Molecular Research Inc. (formerlyNasdaq:AMRI) from 2006 to 2016 and is currently the Chairperson for Royal Neighbors of America, a private lifeinsurance company. She also currently serves on the boards of a number of not-for-profit organizations working toadvance healthcare initiatives. She earned a B.Sc. in Biochemistry from Cambridge University and a Ph.D. inBiochemistry/Cell Biology from Oxford University. Dr. Jordan holds an Executive Masters Professional DirectorCertification from the American College of Corporate Directors.5

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 qualificationsand skills to serve as a member of our Board and as a member of our Audit Committee and Chair of ourCompensation Committee.James T. LaFrance, age 60, was appointed to our Board in December 2013 and was also appointedChairman of our Board. Mr. LaFrance was initially designated as a director nominee pursuant to the StockholdersAgreement described under “Certain Relationships and Related Transactions” below. He also served as ourPresident and Chief Executive Officer from April 2014 to December 2014. Mr. LaFrance has over thirty years ofdiagnostic industry experience. From May 2012 to September 2013, Mr. LaFrance was head of digital pathology andacting Chief Executive Officer of Omnyx, LLC for GE Healthcare, a medical technology provider. From 2009 to2011, Mr. LaFrance was the President and Chief Executive Officer of LaFrance Consulting, an independentconsulting firm. Prior to that, Mr. LaFrance held a series of commercial, strategic marketing and businessdevelopment leadership roles at Ventana Medical Systems, Inc. (now Roche Tissue Diagnostics), a provider oftissue-based diagnostic solutions, including general manager of their North American and International commercialorganizations from 2001 to 2009. Prior to Ventana, Mr. LaFrance served in leadership roles in strategic marketingand 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 inEconomics 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 andcommercial operations skills, as well as his prior role as our President and Chief Executive Officer and his priorboard position, he has the qualifications and skills to serve as a member and the Chairman of our Board.Valerie B. Palmieri, age 57, was appointed as our President and Chief Executive Officer in January 2015and was elected to our Board in June 2015. She first joined Vermillion as Chief Operating Officer in October 2014.Ms. Palmieri brings to Vermillion more than 30 years of experience in the diagnostic laboratory industry, serving innumerous sales, operations, and executive leadership positions for both laboratory service and consultingorganizations.From April 2009 to October 2014, Ms. Palmieri was the President and Chief Executive Officer ofMomentum 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 resultedin a successful exit for one and won her recognition as one of the “Top 10 Entrepreneurs of SpringboardEnterprises” for the other. Prior to that she spent six years as the National Vice President of Anatomic PathologyOperations with LabCorp, one of the largest public diagnostic laboratories in the world. LabCorp was the successorcompany to Dianon Systems, also a publicly traded company, where she served as Senior Vice President ofOperations. She was a key leader in the sale of Dianon to LabCorp in 2003. Ms. Palmieri holds a Bachelor ofScience 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 anddiagnostic laboratory industries, including relevant experience as our President and Chief Executive Officer and asan executive officer, 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 ofour Audit Committee since June 2016 and previously served as a member of our Audit Committee from December2014 to January 2016. He is also a member of our Nominating and Governance Committee. Mr. Schreiber has held avariety 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 variousinterim operating roles for targeted or existing portfolio companies. From 1986 to 1996, Mr. Schreiber was at QuestDiagnostics, initially in a variety of financial roles, his last posi

May 07, 2019 · SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as