Biodesix Inc PRE 14A, filed Apr 16, 2024

Biodesix Inc (BDSX)

PRE 14A 2024-04-16 For: 2024-05-21

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Added on October 19, 2026

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☒		Filed by the Registrant

☐		Filed by a Party other than the Registrant


☒		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under § 240.14a-12


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Date:		May 21, 2024 (Tuesday)

Time:		1:00 p.m., Mountain Time

Virtual Location:		You can attend the Annual Meeting online, including to vote and/or submit questions, at www.proxydocs.com/BDSX. See page 1 of the accompanying proxy statement for additional information regarding participation in the virtual meeting.

Items of Business:		At the Annual Meeting, stockholders will be asked to vote: 1. to elect the three Class I directors named in this proxy statement to hold office until the 2027 annual meeting of stockholders; 2. to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024; 3. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”); 4. To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the issuance of the Company’s Series A Preferred Stock to certain of the Company’s directors and officers and any shares of the Company’s Common Stock issuable upon the conversion thereof; and 5. to conduct any other business properly brought before the meeting, or any adjournment or postponement thereof.

Record Date:		You can participate in the Annual Meeting and vote if you were a stockholder of record as of the close of business on March 25, 2024.

Voting:		Your vote is very important to us. Whether or not you plan to attend the virtual Annual Meeting, please ensure your shares are represented by voting promptly. For instructions on how to vote your shares, please refer to the instructions included with this proxy statement and your proxy card.


ANNUAL MEETING INFORMATION			1

BOARD AND CORPORATE GOVERNANCE MATTERS			8

Proposal One: Election of Directors			8

Overview of Our Nominees and Continuing Directors			9

Board Composition			12

Director Independence			13

Board Leadership Structure			13

Role of our Board of Directors in Risk Oversight			13

Meetings of our Board of Directors			14

Committees of our Board of Directors			14

Committee Composition and Meetings			15

Audit Committee			15

Compensation Committee			16

Compensation Committee Interlocks and Insider Participation			16

Nominating and Corporate Governance Committee			16

Director Nomination Process			17

Board Diversity Matrix			18

Executive Officers			19

Code of Business Conduct and Ethics			19

Corporate Governance Guidelines			19

Anti-Hedging and Anti-Pledging Policy			20

Stockholder Communications with our Board of Directors			20

Certain Relationships and Related Party Transactions			20

EQUITY COMPENSATION PLAN INFORMATION			22

DIRECTOR COMPENSATION			23

Non-Employee Director Compensation Policy			23

Director Deferred Compensation Plan			25

2023 Director Compensation Table			25

EXECUTIVE COMPENSATION			27

Overview			27

Compensation of Named Executive Officers			28

2023 Summary Compensation Table			30

Outstanding Equity Awards at 2023 Fiscal Year-End			32

Additional Matters			33

STOCK OWNERSHIP			36

Security Ownership of Certain Beneficial Owners and Management			36

Delinquent Section 16(a) Reports			38



AUDIT MATTERS			39

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm			39
Report of the Audit Committee			40

PREFERRED STOCK CONVERSION AND ISSUANCE			41

Proposal Three: Approval of Series A Preferred Stock Conversion into Common Stock			41

Proposal Four: Approval of Issuance of Series A Preferred Stock to Certain Directors and Officers and Conversion into Common Stock Thereof			43

ADDITIONAL INFORMATION			44

Other Matters			44

Stockholder Proposals and Nominations for Next Year’s Annual Meeting of Stockholders			44

Availability of Annual Report on Form 10-K			44




Vote by Internet Go to http://www.proxypush.com/ BDSX to complete an electronic proxy card. You will be asked to provide the Company number and control number from your proxy card. Your vote must be received prior to the meeting start time to be counted.	Vote by telephone Dial toll-free 1-866-291-6774 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the Company number and control number from your proxy card. Your vote must be received prior to the meeting start time to be counted.	Vote by mail Complete, sign and date the proxy card you received as part of the Proxy Materials, and return it promptly in the envelope provided. If your signed proxy card is received prior to the meeting date, we will vote your shares as you direct.


Proposal	Voting Options	Vote Required to Adopt the Proposal	Effect of “Withheld” Votes or Abstentions	Effect of “Broker Non-Votes”
Proposal One: Election of the three Class I directors named in this proxy statement	For or Withhold on each nominee	Plurality of the votes cast. This means that the three nominees receiving the highest number of “For” votes (from the holders of votes of shares present or represented by proxy and entitled to vote on the election of directors) will be elected as Class I directors.	“Withheld” votes have no effect; only “For” votes affect the outcome of the election.	Brokers do not have discretion to vote. Broker non-votes will have no effect; only “For” votes affect the outcome of the election.
Proposal Two: Ratification of appointment of KPMG LLP as our independent registered public accounting firm for the year ended December 31, 2024	For, Against or Abstain	Affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the proposal.	Abstentions are considered shares present and entitled to vote, and therefore have the same impact as votes “Against” the proposal.	Brokers have discretion to vote. Therefore, we do not expect any broker non-votes.
Proposal Three: Approval of the conversion of the Series A Preferred Stock into shares of Common Stock	For, Against or Abstain	Affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the proposal.	Abstentions are considered shares present and entitled to vote, and therefore have the same impact as votes “Against” the proposal.	Brokers have discretion to vote. Therefore, we do not expect any broker non-votes.
Proposal Four: Approval of issuance of shares of Series A Preferred Stock to certain of the Company’s directors and officers and any shares of the Company’s Common Stock issuable upon the conversion thereof	For, Against or Abstain	Affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the proposal.	Abstentions are considered shares present and entitled to vote, and therefore have the same impact as votes “Against” the proposal.	Brokers have discretion to vote. Therefore, we do not expect any broker non-votes.


Vote Required:		Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. This means that the three nominees receiving the highest number of affirmative votes (from the holders of votes of shares present or represented by proxy and entitled to vote on the election of directors) will be elected. Broker non-votes and “Withheld” votes will have no effect.

Board Recommendation:		OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE CLASS I DIRECTOR NOMINEES NAMED ABOVE.


Name:	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Jean Franchi	Chair		X
Jon Faiz Kayyem, Ph.D.		X
Lawrence T. Kennedy, Jr.	X
Hany Massarany	X	Chair
John Patience		X
Jack Schuler			X
Matthew Strobeck, Ph.D.	X		Chair
Charles Watts, M.D.		X
Total meetings held in 2023	4	7	4


Board Diversity Matrix as of March 25, 2024
Total Number of Directors
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	8	-	-
Part II: Demographic Background
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander
White	1	8	-	-
Two or More Races or Ethnicities
LGBTQ+	-	-	-	-
Did Not Disclose Demographic Background	-	-	-	-


Plan Category:	Number of securities to be issued upon exercise of outstanding options (a)			Weighted-average exercise price of outstanding options (b)($)				Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders⁽¹⁾		5,820,680	⁽²⁾		$	3.17	⁽³⁾		1,269,317	⁽⁴⁾
Equity compensation plans not approved by security holders		—				—			—
Total		5,820,680			$	3.17			1,269,317


Position	Annual Cash Retainer
Board Member		$	40,000
Chair of the Board of Directors		$	0
Committee Chairs:
Audit		$	20,000
Compensation		$	15,000
Nominating and Corporate Governance		$	10,000
Committee Members:
Audit		$	0
Compensation		$	0
Nominating and Corporate Governance		$	0


	Stock Awards		Option Awards		Total
Name	($)⁽¹⁾		($)⁽²⁾		($)
Jean Franchi⁽³⁾	$	206,104		—	$	206,104
Jon Faiz Kayyem, Ph.D⁽³⁾	$	187,575		—	$	187,575
Hany Massarany⁽³⁾	$	201,472		—	$	201,472
John Patience⁽³⁾	$	187,575		—	$	187,575
Jack Schuler⁽³⁾	$	187,575		—	$	187,575
Matthew Strobeck, Ph.D⁽³⁾	$	196,838		—	$	196,838
Charles M. Watts, M.D⁽³⁾	$	187,575		—	$	187,575
Lawrence Kennedy⁽³⁾⁽⁴⁾	$	277,510	$	187,589	$	465,099



2023
Name	Incentive Cash Payout			Shares Subject to Bonus- to-Option Award
Scott Hutton		$	98,058		180,926
Robin Harper Cowie		$	33,797		62,358
Kieran O’Kane		$	57,407		35,307


2024 Proxy Statement		1


2024 Proxy Statement		2


2024 Proxy Statement		3


2024 Proxy Statement		4




Name and Principal Position	Fiscal Year		Salary ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		All Other Compensation ($)⁽⁵⁾		Total ($)

Scott Hutton President and Chief Executive Officer		2023		515,000		1,442,001		233,622		98,058⁽⁶⁾		1,865		2,290,546
		2022		515,000		1,441,997		680,532		114,869⁽⁷⁾		2,134		2,754,532

Robin Harper Cowie Chief Financial Officer, Secretary and Treasurer		2023		355,000		372,751		81,319		33,797⁽⁸⁾		1,500		844,367
		2022		350,096		372,749		231,882		39,140⁽⁹⁾		1,633		995,500

Kieran O’Kane Chief Commercial Officer⁽¹⁰⁾		2023		335,000		234,449		45,555		57,407⁽¹¹⁾		205		672,666


	Shares Beneficially Owned
Name and Address of Beneficial Owner	Shares		%
Principal Stockholders:
Jack Schuler and entities affiliated with Jack Schuler⁽¹⁾		31,038,797		31.8	%
Lawrence T. Kennedy, Jr. and entities affiliated with Lawrence T. Kennedy, Jr.⁽²⁾		21,253,376		21.8	%
John Patience and entities affiliated with John Patience⁽³⁾		7,412,498		7.6	%
Matthew Strobeck and entities affiliated with Matthew Strobeck ⁽⁴⁾		5,672,000		5.8	%

Directors and Executive Officers:
Jack Schuler⁽⁵⁾		31,038,797		31.8	%
Lawrence T. Kennedy, Jr.⁽⁶⁾		21,253,376		21.8	%
John Patience⁽⁷⁾		7,412,498		7.6	%
Matthew Strobeck, Ph.D.⁽⁸⁾		5,672,000		5.8	%
Scott Hutton⁽⁹⁾		1,476,198		1.5	%
Jon Faiz Kayyem, Ph.D.⁽¹⁰⁾		547,220		*
Hany Massarany⁽¹¹⁾		544,985		*
Robin Harper Cowie⁽¹²⁾		535,386		*
Charles Watts, M.D.⁽¹³⁾		469,612		*
Jean Franchi⁽¹⁴⁾		431,192		*
Kieran O’Kane⁽¹⁵⁾		233,126		*
All directors and named executive officers as a group (13 persons)		69,946,274		69.2	%


	Year Ended December 31,
	2023		2022
Audit Fees⁽¹⁾	$	451,899	$	423,415	⁽²⁾
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Total	$	451,899	$	423,415


Vote Required:		Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions have the same impact as votes “Against” the proposal. Brokers have discretion to vote on this proposal.

Board Recommendation:		OUR BOARD OF DIRECTORS AND THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS EACH UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.


Vote Required:		Approval of the conversion of the Series A Preferred Stock into shares of Common Stock requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions have the same impact as votes “Against” the proposal. Brokers have discretion to vote on this proposal.

Board Recommendation:		OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE CONVERSION OF THE SERIES A PREFERRED STOCK INTO SHARES OF COMMON STOCK


Vote Required:		Approval of the issuance of Series A Preferred Stock to certain directors and officers and any shares of the Company’s Common Stock issuable upon the conversion thereof requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions have the same impact as votes “Against” the proposal. Brokers have discretion to vote on this proposal.

Board Recommendation:		OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ISSUANCE OF SHARES OF SERIES A PREFERRED STOCK TO CERTAIN DIRECTORS AND OFFICERS AND ANY SHARES OF THE COMPANY’S COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF.