Hany Massarany
About Hany Massarany
Independent director since July 2020; age 63; seasoned diagnostics operator and board leader with prior CEO experience at GenMark Diagnostics and senior roles at Roche Tissue Diagnostics/Ventana and Bayer/Chiron Diagnostics. Education: B.S. in Microbiology & Immunology (Monash University, Australia) and M.B.A. (University of Melbourne) . Currently serves as Chair of the Compensation Committee and member of the Audit Committee at Biodesix (BDSX), with board independence affirmed under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GenMark Diagnostics, Inc. | President & CEO; Director | Apr 2011–Mar 2020 (Director May 2011–Feb 2020) | Led multiplex molecular diagnostics; governance and strategy at board level |
| Roche Tissue Diagnostics (Ventana) | President; Head of Roche Tissue Diagnostics | Feb 2009–Apr 2011 | Led global tissue diagnostics operations; enterprise leadership |
| Ventana Medical Systems | COO; EVP Worldwide Operations; SVP Strategy & Development; VP North American Commercial | 1999–2009 | Operational scaling, strategy, and commercial leadership |
| Bayer Diagnostics; Chiron Diagnostics | Executive management positions (APAC and U.S.) | Not specified | Regional and U.S. market leadership in diagnostics |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Accelerate Diagnostics, Inc. | Chairman (since Feb 2023); Director (since 2020) | 2020–present | Interlock: BDSX director and Chair John Patience is also a director at Accelerate Diagnostics (since 2012) |
Board Governance
- Independence: Determined independent by BDSX board under Nasdaq rules .
- Committee assignments: Audit Committee member; Compensation Committee Chair; not on Nominating & Corporate Governance Committee .
- Attendance and engagement: Board met 5 times in 2024; each incumbent director attended at least 75% of aggregate board and committee meetings; committees met Audit (4), Compensation (6), Nominating & Corporate Governance (4) .
- Compensation Committee interlocks: None; no insider participation during 2024 .
- Risk oversight: Audit Committee covers financial/legal/regulatory/cyber; Comp Committee evaluates comp risk; NCG oversees governance and cybersecurity monitoring .
- Board leadership: Independent Chairman (John Patience) separates chair and CEO roles .
Fixed Compensation
- Policy (2024 service year): Annual cash retainers—Board Member $40,000; Committee Chairs: Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $10,000; no committee member fees; directors could elect cash or RSUs for April 1, 2024–March 31, 2025 (all elected RSUs) .
- RSU conversion basis: Average closing price $1.42 over 90-day window (Feb 21–May 20, 2024) .
- Hany’s retainer RSUs for 2024 service: 28,161 RSUs (board retainer) + 10,560 RSUs (Compensation Chair retainer) .
- Expense reimbursement: Reasonable out-of-pocket travel for in-person meetings .
| Component | Amount | Instrument | Vesting |
|---|---|---|---|
| Board annual retainer | $40,000 | 28,161 RSUs (at $1.42) | Vested March 31, 2025 |
| Compensation Chair retainer | $15,000 | 10,560 RSUs (at $1.42) | Vested March 31, 2025 |
Performance Compensation
- Annual director equity grants (2024 cycle): Due to grant limitations, each non-employee director received 18,525 RSUs (grant-date value $1.42) and options for 37,050 shares (Black-Scholes value $1.06) on May 21, 2024; RSUs/options vested March 31, 2025; full acceleration upon change in control for non-employee directors .
- Deferred Compensation Plan: Hany elected to defer settlement of 162,635 vested RSUs under the Non-Employee Director Deferred Compensation Plan .
| Grant Type (2024 cycle) | Quantity | Value Basis | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual grant) | 18,525 | $1.42 per share | Vested Mar 31, 2025 | Subject to change-in-control full acceleration |
| Stock options (annual grant) | 37,050 | $1.06 Black-Scholes on grant | Vested Mar 31, 2025 | Subject to change-in-control full acceleration |
| Deferred RSUs (2024 awards) | 162,635 | FASB ASC 718 fair value | Vested; settlement deferred per election | Deferred under Director Deferred Compensation Plan |
- Compensation Committee program oversight (executive pay metrics): 2024 annual cash bonus metrics were Company revenue (GAAP), lung diagnostic gross margin %, and total operating expense (ex certain non-cash), with corporate funding at ~75.4% of target .
| 2024 STIP Metric | Description | Funding Outcome |
|---|---|---|
| Revenue (GAAP) | Top-line performance | 75.4% corporate funding of target |
| Lung diagnostic gross margin % | Segment margin | 75.4% corporate funding of target |
| Total operating expense (ex certain non-cash) | Cost discipline | 75.4% corporate funding of target |
Other Directorships & Interlocks
- Current public board: Accelerate Diagnostics—Chairman and Director .
- Interlocks: John Patience (BDSX Chairman) also serves on Accelerate Diagnostics board, creating a shared board network with a diagnostics peer .
Expertise & Qualifications
- Domain expertise: Diagnostics operations, commercialization, and global business leadership across molecular and tissue diagnostics platforms .
- Education: B.S. Microbiology & Immunology (Monash); M.B.A. (Melbourne) .
- Board qualifications: Leadership/management and healthcare industry experience cited by BDSX as rationale for board service .
Equity Ownership
- Beneficial ownership: 667,494 shares (<1% of outstanding) as of March 3, 2025 .
- Breakdown:
- Options exercisable within 60 days: 97,996 shares .
- RSUs deferred/vesting within 60 days: 206,877 shares; plus 25,490 RSUs vested to settle by the earlier of July 1, 2025 or separation .
- Direct holdings: 283,767 shares .
- Trust holdings: Massarany Family Trust 11/15/2012—53,364 shares .
- Anti-hedging/pledging: Company insider trading policy prohibits hedging and pledging of Company securities by directors and officers .
| Ownership Component | Shares | Notes |
|---|---|---|
| Options exercisable (≤60 days) | 97,996 | Vested/exercisable |
| RSUs deferred/vesting (≤60 days) | 206,877 | Deferred and near-term vesting |
| RSUs vested to settle by date | 25,490 | Settlement by earlier of Jul 1, 2025 or separation |
| Direct common shares | 283,767 | Held directly |
| Trust common shares | 53,364 | Massarany Family Trust |
| Total beneficial | 667,494 | <1% of outstanding |
Governance Assessment
- Strengths
- Independent director with deep diagnostics operator background; serves as Compensation Committee Chair and Audit Committee member—positions central to investor-aligned governance .
- Strong equity alignment: all 2024 director retainers taken in RSUs; annual mix of RSUs and options; elected to defer 162,635 RSUs, increasing long-term alignment with shareholders .
- Policy safeguards: anti-hedging/pledging policy; Dodd-Frank clawback policy for executives; related-party transaction oversight by Audit Committee; no compensation committee interlocks .
- Attendance: ≥75% participation in 2024 board and applicable committee meetings; robust committee cadence (Audit 4; Compensation 6; NCG 4) supports active oversight .
- Potential Risks / RED FLAGS
- Board interlock with Accelerate Diagnostics (both Massarany and BDSX Chair John Patience)—heightened risk of information flow or perceived conflicts with another diagnostics issuer; requires sustained adherence to related-party and conflict policies .
- Change-in-control full acceleration for director equity awards may be investor-sensitive; though common, it reduces performance-contingent alignment at transaction close .
- Neutral/Context
- As an Emerging Growth Company, BDSX is not required to hold say‑on‑pay votes; investor feedback channels may rely more on direct engagement and governance disclosures .
- No disclosed related-party transactions involving Massarany; recent related-party items involved other directors (Aspira consulting) and board/management participation in financings, but not attributed to Massarany .
- Section 16 reporting: 2024 inadvertent late filings noted for certain officers; Massarany not cited among late reporters .
2025 structural changes: From April 1, 2025, non-employee director retainers and annual equity grants vest in equal quarterly installments, improving ongoing alignment cadence and reducing cliff vesting risk .