CEO Scott Hutton was paid $2,238,470 in fiscal year 2025, ↑ up 7.4% from fiscal year 2024 (SEC filing 0001193125-26-149633 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$2,238,470 ↑ Scott Hutton total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 95.89% Say-on-pay support, latest vote |
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BDSX's next annual pay disclosure, estimated April 9, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Scott Hutton | $643,404 | $0 | $356,849 | $524,437 | $710,280 | $0 | $3,500 | $2,238,470 |
| President and Chief Executive Officer | ||||||||
| Kieran O’Kane | 443,048 | 0 | 108,206 | 159,023 | 293,489 | 0 | 3,526 | 1,007,292 |
| Chief Commercial Officer | ||||||||
| Robin Cowie | 443,366 | 0 | 108,206 | 159,023 | 244,707 | 0 | 6,699 | 962,001 |
| Chief Financial Officer, Secretary and Treasurer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Scott Hutton | $2,238,470 | $2,084,873 | — | ↑ +153,597 |
| Kieran O’Kane | 1,007,292 | 900,645 | — | ↑ +106,647 |
| Robin Cowie | 962,001 | 875,536 | — | ↑ +86,465 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses BDSX in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named BDSX in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Kieran O’Kane | RSU | 5,875 | — | $39,950 |
| Kieran O’Kane | RSU | 73 | — | 496 |
| Robin Cowie | Option | 3,350 | 39.8 | — |
| Scott Hutton | Option | 10,965 | 39.8 | — |
| Robin Cowie | Option | 140 | 24 | — |
| Scott Hutton | Option | 30,670 | 18.42 | — |
| Kieran O’Kane | Option | 9,300 | 18.42 | — |
| Robin Cowie | RSU | 2,414 | — | 16,415 |
| Robin Cowie | RSU | 4,853 | — | 33,000 |
| Scott Hutton | RSU | 19,375 | — | 131,750 |
| Scott Hutton | RSU | 18,776 | — | 127,677 |
| Scott Hutton | RSU | 7,898 | — | 53,706 |
| Robin Cowie | RSU | 5,875 | — | 39,950 |
| Scott Hutton | Option | 610 | 24 | — |
| Kieran O’Kane | RSU | 3,053 | — | 20,760 |
| Kieran O’Kane | RSU | 2,414 | — | 16,415 |
| Scott Hutton | RSU | 610 | — | 4,418 |
| Robin Cowie | RSU | 157 | — | 1,068 |
| Kieran O’Kane | Option | 3,350 | 39.8 | — |
| Robin Cowie | Option | 9,300 | 18.42 | — |
Our executive compensation program is intended to align executive compensation with our performance objectives and business strategy and to enable us to attract, motivate, retain and reward executive officers who operate in a highly competitive and technologically challenging environment. The compensation paid or awarded to our executive officers is generally based on the assessment of each individual’s performance compared against the business objectives established for the fiscal year as well as our historical compensation practices.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-19 | 6,618,755 | 283,474 | 11,577 | 95.89% | Passed |
| 2025 | 2025-05-20 | — | — | — | — | — |
| 2024 | 2024-05-21 | — | — | — | — | — |
| 2023 | 2023-05-23 | — | — | — | — | — |
| 2022 | 2022-05-24 | — | — | — | — | — |
| 2021 | 2021-05-26 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-19 | 95.89%a |
| 2025 | 2025-05-20 | —b |
| 2024 | 2024-05-21 | —c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Jean FranchiIndependent | — | $25,027 | $8,293 | — | — | $33,320 |
| Hany MassaranyIndependent | — | 23,413 | 8,293 | — | — | 31,706 |
| Matthew Strobeck, Ph.DIndependent · Audit · Nominating and Corporate Governance | — | 21,805 | 8,293 | — | — | 30,098 |
| John PatienceIndependent · Board Chair | — | 18,577 | 8,293 | — | — | 26,870 |
| Jon Faiz Kayyem, Ph.DIndependent · Compensation | — | 18,577 | 8,293 | — | — | 26,870 |
| Lawrence T. Kennedy JrIndependent · Audit · Nominating and Corporate Governance | — | 18,577 | 8,293 | — | — | 26,870 |
| Jack SchulerIndependent · Not standing for re-election | — | 0 | 0 | — | — | 0 |
| Scott HuttonEmployee director | — | — | — | — | — | 0 |
| Charles M. Watts, M.DIndependent · Not standing for re-election | — | 0 | 0 | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $187,500 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $0 |
| Equity awards (grant-date value) | $125,976 |
| All other compensation | $0 |
| Total cost of the board | $125,976 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Biodesix | 2025 | Scott Hutton | $643,404 | $356,849 | $524,437 | $710,280 | $2,238,470 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Scott Hutton | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “2025 Summary Compensation Table”. As printed: 2,238,470. Filing ↗machine: r4 · c34 · span 377658–377667 |
| 2 | Section 01, Kieran O’Kane | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “2025 Summary Compensation Table”. As printed: 1,007,292. Filing ↗machine: r10 · c34 · span 391131–391140 |
| 3 | Section 01, Robin Cowie | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “2025 Summary Compensation Table”. As printed: 962,001. Filing ↗machine: r7 · c34 · span 384555–384562 |
| 4 | Section 08, Jean Franchi | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “Director Compensation”. As printed: 33,320. Filing ↗machine: span 321574–321580 |
| 5 | Section 08, Hany Massarany | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “Director Compensation”. As printed: 31,706. Filing ↗machine: span 324054–324060 |
| 6 | Section 08, Matthew Strobeck, Ph.D | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “Director Compensation”. As printed: 30,098. Filing ↗machine: span 327773–327779 |
| 7 | Section 08, John Patience | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “Director Compensation”. As printed: 26,870. Filing ↗machine: span 325277–325283 |
| 8 | Section 08, Jon Faiz Kayyem, Ph.D | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “Director Compensation”. As printed: 26,870. Filing ↗machine: span 322805–322811 |
| 9 | Section 08, Lawrence T. Kennedy Jr | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “Director Compensation”. As printed: 26,870. Filing ↗machine: span 330272–330278 |
| 10 | Section 08, Jack Schuler | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Scott Hutton | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, Charles M. Watts, M.D | DEF 14A | 2026-04-09 | 0001193125-26-149633 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2026 vote | Form 8-K | 2026-05-20 | 0001193125-26-232631 | Item 5.07 · say-on-pay result. As reported: 95.89% (votes for as printed: 6,618,755). Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-05-21 | 0001193125-25-124047 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 15 | Section 06, 2024 vote | Form 8-K | 2024-05-23 | 0001193125-24-145965 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 16 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 17 | Section 09b board cost (computed) | Computed | — | — | Cash 0 + equity 125,976 + all other 0 = 125,976, summed across the director compensation table rows.machine: formula: Σ = 125,976 |
| 18 | Biodesix (subject), Section 10b CEO total | DEF 14A | 2026-04-09 | 0001193125-26-149633 | CEO total compensation as printed in Biodesix's own proxy. As printed: 2,238,470. Filing ↗machine: r4 · c34 · span 377658–377667 |
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