Jean Franchi
About Jean Franchi
Jean M. Franchi, age 58, is an independent Class III director of Biodesix (BDSX) serving since April 2020 with a current term expiring at the 2026 annual meeting . She is currently Chief Financial Officer of Disc Medicine, Inc.; previously CFO at Replimune Group (2019–2023), Merrimack Pharmaceuticals (2017–2019), Dimension Therapeutics (2015–2017), and Good Start Genetics (2012–2015), after senior finance roles at Genzyme (1995–2011); she holds a B.A. in Accounting from Hofstra University . Franchi is the Audit Committee Chair and designated “audit committee financial expert,” and also serves on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Disc Medicine, Inc. | Chief Financial Officer | Current | Senior finance leadership in hematology biotech |
| Replimune Group, Inc. | Chief Financial Officer | 2019–2023 | Finance leadership in immuno-oncology |
| Merrimack Pharmaceuticals, Inc. | Chief Financial Officer | 2017–2019 | Corporate finance leadership |
| Dimension Therapeutics, Inc. | Chief Financial Officer | 2015–2017 | Gene therapy finance leadership |
| Good Start Genetics, Inc. | Chief Financial Officer | 2012–2015 | Molecular genetics finance leadership |
| Genzyme Corporation | SVP Corporate Finance; SVP Business Unit Finance; VP Finance & Controller (Product Line & International) | 1995–2011 | Multi-decade finance and operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VectorY Therapeutics | Director | Current | Board service at a therapeutics company |
| Biophytis S.A. | Director | Through July 2021 | Former board service |
| Visioneering Technologies, Inc. | Director | Through December 2022 | Former board service |
| Flamingo Therapeutics | Director | Through March 2024 | Former board service |
Board Governance
- Independence: The Board determined Franchi is independent under Nasdaq rules .
- Committees and Chair roles: Audit (Chair; financial expert); Nominating & Corporate Governance (Member) .
- Attendance: Board met 5 times in 2024; each incumbent director attended at least 75% of Board and committee meetings for their service period .
- Meeting cadence: Audit (4), Compensation (6), NCG (4) meetings held in 2024 .
- Oversight responsibilities (as Audit Chair): corporate accounting and financial reporting, disclosure controls, risk assessment design, auditor oversight, anonymous reporting procedures, and related-party transaction review .
- Cybersecurity and governance: NCG oversees governance practices and monitors cybersecurity risk profile with periodic updates to the Board .
Fixed Compensation
| Component | Structure | Amount/Units | Vesting/Timing | Notes |
|---|---|---|---|---|
| Annual Board Retainer | Paid in RSUs (elections permitted) | $40,000 equivalent; 28,161 RSUs for 2024 service based on $1.42 avg price over 90 days to May 20, 2024 | Vested March 31, 2025 | All non-employee directors elected RSUs for 2024 retainers |
| Committee Chair Fee – Audit | Paid in RSUs | $20,000 equivalent; 14,080 RSUs (2024 service) | Vested March 31, 2025 | Applies to Audit Chair |
| Committee Member Fees | Cash/RSUs | $0 for Audit/Comp/NCG committee membership | N/A | No member fees; only chair fees |
| Chair of the Board Fee | Cash/RSUs | $0 | N/A | Not applicable to Franchi |
| 2024 Director Compensation (Franchi) | Stock awards and option awards | Stock Awards: $289,318; Option Awards: $39,181; Total: $328,499 | As granted in 2024 | Aggregate grant-date fair values per FASB ASC 718 |
Policy update: Effective April 1, 2025, annual retainers and annual equity grants vest in equal quarterly installments; 2024 RSU retainers vested March 31, 2025 .
Performance Compensation
| Equity Award (2024) | Grant Detail | Quantity/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Stock Option Grant | Granted May 21, 2024 | 37,050 options; aggregate grant-date fair value $39,181 | 48 equal monthly installments from vesting commencement | No director performance conditions disclosed; time-vested structure |
| Annual RSU Grant | Granted May 21, 2024 | 18,525 RSUs at $1.42 grant-date value per share | Vested March 31, 2025 | No director performance conditions disclosed; time-vested structure |
| Retainer RSU Grants | Board retainer and Audit Chair retainer | 28,161 RSUs (board); 14,080 RSUs (Audit Chair) | Vested March 31, 2025 | No director performance conditions disclosed; time-vested structure |
- Change-of-control treatment: Non-employee directors become fully vested in all outstanding equity awards upon a change of control; 2024 annual grants and retainer equity vested pro-rata if a director resigns other than for cause .
- Deferred compensation: Directors may defer RSUs; Franchi elected to defer receipt of 166,155 shares upon vesting under the Director Deferred Compensation Plan .
Other Directorships & Interlocks
| Relationship | Details | Potential Conflict/Exposure |
|---|---|---|
| Other BDSX director-related transaction | Board-level consulting agreement with Aspira Women’s Health; ownership interests by Jack Schuler and Matthew Strobeck; $251,653 revenue recognized as of March 24, 2025 | No involvement by Franchi disclosed; Audit Committee (chaired by Franchi) reviews related-party transactions |
| Investor rights and placements involving directors | 2018 IRA; 2023 subscription agreements and 2024 preferred; multiple directors participated | Board-level capital events; no specific conflict tied to Franchi disclosed |
Expertise & Qualifications
- Audit committee financial expert; deep corporate finance and reporting experience, including SOX-relevant oversight .
- Senior CFO roles across biotech and diagnostics; extensive industry finance expertise in hematology, oncology, gene therapy, and molecular diagnostics .
- Education: B.A. in Accounting (Hofstra University) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 534,280 shares; <1% of outstanding | As of March 3, 2025; 146,443,291 shares outstanding |
| Components – Options | 66,413 shares (exercisable within 60 days) | Options currently exercisable counted toward beneficial ownership |
| Components – RSUs (Deferred/near-term) | 359,727 RSUs deferred; 26,368 RSUs vested and settle earlier of Apr 1, 2025 or separation | Deferred under Director Deferred Compensation Plan; settlement timing specified |
| Components – Shares Held | 81,772 shares | Direct holdings |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Covers hedging, short sales, and pledging/margin accounts |
Governance Assessment
- Strengths: Independent director; Audit Chair and financial expert; active committee work; attendance at least 75% in 2024; explicit oversight of related-party transactions and cybersecurity governance via committees .
- Alignment signals: All retainers taken in RSUs in 2024; substantial deferred RSU elections indicate long-term orientation; insider policy prohibits hedging/pledging, supporting alignment with shareholders .
- Compensation risk: Director equity grants are time-vested with change-of-control acceleration; while standard for small-cap biotech, acceleration can be shareholder-sensitive in transactional contexts .
- Board-level risk context: Company disclosed minimum bid price deficiency and is seeking reverse split authority (1-for-2 to 1-for-20) to maintain Nasdaq listing; potential dilution/market perception risks are present but not specific to Franchi .
- Related-party transactions: No Franchi-specific related-party exposure disclosed; Audit Committee (chaired by Franchi) oversees related-party transaction policy and approvals, mitigating conflict risks .