Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-20

Biodesix (BDSX)

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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Sample answer — “What is the CEO’s total compensation?”
- Scott Hutton (President and Chief Executive Officer), FY2025 total compensation $2,238,470 (base salary $643,404) [exec_comp, SEC accession 0001193125-26-149633, filed 2026-04-09]

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BDSX's next annual pay disclosure, estimated April 9, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Scott Hutton$643,404$0$356,849$524,437$710,280$0$3,500$2,238,470
President and Chief Executive Officer
Kieran O’Kane443,0480108,206159,023293,48903,5261,007,292
Chief Commercial Officer
Robin Cowie443,3660108,206159,023244,70706,699962,001
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Scott Hutton$2,238,470$2,084,873—↑ +153,597
Kieran O’Kane1,007,292900,645—↑ +106,647
Robin Cowie962,001875,536—↑ +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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Companies that benchmark against BDSX
2 companies name BDSX as a compensation peer

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.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Kieran O’KaneRSU5,875—$39,950
Kieran O’KaneRSU73—496
Robin CowieOption3,35039.8—
Scott HuttonOption10,96539.8—
Robin CowieOption14024—
Scott HuttonOption30,67018.42—
Kieran O’KaneOption9,30018.42—
Robin CowieRSU2,414—16,415
Robin CowieRSU4,853—33,000
Scott HuttonRSU19,375—131,750
Scott HuttonRSU18,776—127,677
Scott HuttonRSU7,898—53,706
Robin CowieRSU5,875—39,950
Scott HuttonOption61024—
Kieran O’KaneRSU3,053—20,760
Kieran O’KaneRSU2,414—16,415
Scott HuttonRSU610—4,418
Robin CowieRSU157—1,068
Kieran O’KaneOption3,35039.8—
Robin CowieOption9,30018.42—
05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-196,618,755283,47411,57795.89%Passed
20252025-05-20—————
20242024-05-21—————
20232023-05-23—————
20222022-05-24—————
20212021-05-26—————

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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-1995.89%a
20252025-05-20—b
20242024-05-21—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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Jean FranchiIndependent—$25,027$8,293——$33,320
Hany MassaranyIndependent—23,4138,293——31,706
Matthew Strobeck, Ph.DIndependent · Audit · Nominating and Corporate Governance—21,8058,293——30,098
John PatienceIndependent · Board Chair—18,5778,293——26,870
Jon Faiz Kayyem, Ph.DIndependent · Compensation—18,5778,293——26,870
Lawrence T. Kennedy JrIndependent · Audit · Nominating and Corporate Governance—18,5778,293——26,870
Jack SchulerIndependent · Not standing for re-election—00——0
Scott HuttonEmployee director—————0
Charles M. Watts, M.DIndependent · Not standing for re-election—00——0
09

Board fee structure and ownership guideline

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—
09b

Total cost of the board

ComponentFY2025
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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Biodesix2025Scott 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.

10d

Frequently asked questions

Who was the highest-paid executive at Biodesix in fiscal 2025?
As disclosed, Scott Hutton (President and Chief Executive Officer) was the highest-paid executive at Biodesix in fiscal 2025, with total compensation of $2,238,470.
How did shareholders vote on Biodesix's executive compensation?
As disclosed, 95.89% of shareholders supported Biodesix's executive compensation in the latest say-on-pay vote.
How much does Biodesix spend in total on board compensation for fiscal 2025?
As disclosed, Biodesix reported total board compensation of $125,976 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Scott HuttonDEF 14A2026-04-090001193125-26-149633Section “2025 Summary Compensation Table”. As printed: 2,238,470. Filing ↗machine: r4 · c34 · span 377658–377667
2Section 01, Kieran O’KaneDEF 14A2026-04-090001193125-26-149633Section “2025 Summary Compensation Table”. As printed: 1,007,292. Filing ↗machine: r10 · c34 · span 391131–391140
3Section 01, Robin CowieDEF 14A2026-04-090001193125-26-149633Section “2025 Summary Compensation Table”. As printed: 962,001. Filing ↗machine: r7 · c34 · span 384555–384562
4Section 08, Jean FranchiDEF 14A2026-04-090001193125-26-149633Section “Director Compensation”. As printed: 33,320. Filing ↗machine: span 321574–321580
5Section 08, Hany MassaranyDEF 14A2026-04-090001193125-26-149633Section “Director Compensation”. As printed: 31,706. Filing ↗machine: span 324054–324060
6Section 08, Matthew Strobeck, Ph.DDEF 14A2026-04-090001193125-26-149633Section “Director Compensation”. As printed: 30,098. Filing ↗machine: span 327773–327779
7Section 08, John PatienceDEF 14A2026-04-090001193125-26-149633Section “Director Compensation”. As printed: 26,870. Filing ↗machine: span 325277–325283
8Section 08, Jon Faiz Kayyem, Ph.DDEF 14A2026-04-090001193125-26-149633Section “Director Compensation”. As printed: 26,870. Filing ↗machine: span 322805–322811
9Section 08, Lawrence T. Kennedy JrDEF 14A2026-04-090001193125-26-149633Section “Director Compensation”. As printed: 26,870. Filing ↗machine: span 330272–330278
10Section 08, Jack SchulerDEF 14A2026-04-090001193125-26-149633Section “Director Compensation”. As printed: 0. Filing ↗
11Section 08, Scott HuttonDEF 14A2026-04-090001193125-26-149633Section “Director Compensation”. As printed: 0. Filing ↗
12Section 08, Charles M. Watts, M.DDEF 14A2026-04-090001193125-26-149633Section “Director Compensation”. As printed: 0. Filing ↗
13Section 06, 2026 voteForm 8-K2026-05-200001193125-26-232631Item 5.07 · say-on-pay result. As reported: 95.89% (votes for as printed: 6,618,755). Filing ↗
14Section 06, 2025 voteForm 8-K2025-05-210001193125-25-124047Item 5.07 · say-on-pay result. As reported: —. Filing ↗
15Section 06, 2024 voteForm 8-K2024-05-230001193125-24-145965Item 5.07 · say-on-pay result. As reported: —. Filing ↗
16Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
17Section 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
18Biodesix (subject), Section 10b CEO totalDEF 14A2026-04-090001193125-26-149633CEO 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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