John Patience
About John Patience
Independent Chairman of the Board at Biodesix since September 2020; director since June 2008. Age 78. Previously a partner at McKinsey & Company and a founding partner of Crabtree Partners; holds a B.A. and LL.B. from the University of Sydney and an MBA from Wharton. The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ventana Medical Systems (acquired by Roche) | Director; Vice Chairman | Director 1989–2008; Vice Chair 1999–2008 | Guided governance through growth and sale; long-tenure oversight . |
| Stericycle, Inc. | Director | Founding to June 2018 | Early-stage governance; long-term board service . |
| McKinsey & Company | Partner (Healthcare) | Prior career | Strategy and operations expertise in healthcare . |
| Crabtree Partners | Founding Partner | Ongoing | Private equity investing; board-level capital perspectives . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accelerate Diagnostics, Inc. | Director | Since 2012 | In vitro diagnostics governance; interlock with BDSX directors (see below) . |
| Crabtree Partners | Founding Partner | Ongoing | Investment oversight; private equity governance . |
Board Governance
- Structure and independence: Independent Chairman separate from CEO; Board believes separation enhances objective oversight .
- Committee assignments (2024): Compensation Committee member (committee met 6x in 2024); not on Audit or Nominating/Governance .
- Attendance: Board met 5x in 2024; each incumbent director attended at least 75% of board and applicable committee meetings; 8 directors attended 2024 annual meeting .
- Risk oversight: Committees oversee finance, compensation risk, governance/cybersecurity; full Board receives regular reports .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 6 | Reviews executive/director pay, equity plans, consultants, succession . |
| Audit | — | 4 | Financial reporting, controls, RPTs, cybersecurity (he is not a member) . |
| Nominating & Corporate Governance | — | 4 | Board composition, governance, cybersecurity monitoring (he is not a member) . |
Fixed Compensation
- Non-employee Director Compensation Policy (amended Q1 2024): Annual board retainer $40,000; Chair of the Board receives $0 incremental retainer; Committee chair retainers: Audit $20,000, Compensation $15,000, Nominating/Governance $10,000; committee membership fees $0. For service Apr 1, 2024–Mar 31, 2025, directors could elect cash or RSUs; all elected RSUs. Retainer RSU calculation used average closing price $1.42 (Feb 21–May 20, 2024); baseline grant 28,161 RSUs; chairs received additional RSUs (Audit +14,080; Comp +10,560; NCG +7,040). Effective Apr 1, 2025, retainers/annual equity vest in equal quarterly installments and are paid in RSUs .
| Component | Amount/Details |
|---|---|
| Board annual retainer | $40,000; elected in RSUs for 2024–2025 cycle . |
| Chair of Board retainer | $0 . |
| Committee chair fees | Audit $20,000; Comp $15,000; NCG $10,000 (not applicable to Patience in 2024) . |
| Retainer RSUs (Apr 1, 2024–Mar 31, 2025) | Baseline 28,161 RSUs using $1.42 average price; vested Mar 31, 2025 . |
| Policy change (effective Apr 1, 2025) | Retainers/equity vest quarterly; retainers paid in RSUs . |
Performance Compensation
- Annual director equity grants (May 21, 2024): Due to grant caps, each non-employee director received options for 37,050 shares (Black-Scholes value $1.06 at grant) and 18,525 RSUs (grant-date value $1.42). In addition, RSUs granted in respect of annual retainers. For 2024, John Patience’s disclosed totals: 152,075 RSUs and options in respect of 37,050 shares; aggregate grant-date fair values: Stock Awards $267,213; Option Awards $39,181. Patience elected to defer settlement of 105,389 RSUs under the Director Deferred Compensation Plan .
| Grant Type | Grant Date | Quantity | Vesting | Grant-Date Value |
|---|---|---|---|---|
| Annual RSUs | May 21, 2024 | 18,525 | Vested Mar 31, 2025 | $1.42 per RSU baseline; included in $267,213 total stock awards . |
| Annual Options | May 21, 2024 | 37,050 | Standard director schedule; subject to plan caps | Black-Scholes $1.06 option value; $39,181 total option awards . |
| Retainer RSUs | 2024 cycle | 28,161 | Vested Mar 31, 2025 | Valued using $1.42 average price . |
| Total RSUs reported (2024) | 2024 | 152,075 | Mix of retainer and annual RSUs | Deferred 105,389 RSUs by election . |
Director Deferred Compensation Plan permits RSU deferral into “deferred units” with dividend equivalents; change-in-control cash-out of deferred units subject to tax rules .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Accelerate Diagnostics, Inc. | Director (since 2012) | Interlocks: BDSX directors Hany Massarany (Chairman) and Matthew Strobeck are also directors at Accelerate Diagnostics, creating board network ties across diagnostics firms . |
- Related-party exposure: BDSX disclosed a consulting agreement with Aspira Women’s Health where Jack Schuler and Matthew Strobeck have ownership interests; $251,653 revenue recognized as of Mar 24, 2025; expires Nov 2025; audit committee oversees RPTs. No direct interest disclosed for Patience in this agreement .
Expertise & Qualifications
- Deep healthcare and diagnostics governance: decades-long board service at Ventana (sold to Roche) and Stericycle; current diagnostics board role (Accelerate Diagnostics) .
- Strategic and operational credentials from McKinsey; private equity investor via Crabtree Partners .
- Education: B.A. and LL.B. (University of Sydney), MBA (Wharton) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 7,788,634 | 5.3% of 146,443,291 shares outstanding as of Mar 3, 2025 . |
| Options (exercisable within 60 days) | 83,152 | Included in beneficial tally . |
| RSUs vesting within 60 days | 46,686 | Included in beneficial tally . |
| RSUs deferred (deferred comp plan) | 284,973 | Deferred until separation . |
| Patience Enterprises LP | 2,153,298 | Beneficial holdings . |
| John Patience Living Trust | 4,829,611 | Beneficial holdings . |
| Diane Patience | 52,988 | Beneficial holdings . |
| Direct holdings | 337,926 | Beneficial holdings . |
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging Company stock; applies to directors .
Fixed Compensation (Director Cash/RSUs) – 2024 Outcomes
| Item | Amount |
|---|---|
| Stock Awards (grant-date fair value) | $267,213 . |
| Option Awards (grant-date fair value) | $39,181 . |
| Meeting fees | None disclosed . |
| Committee membership fees | None; chairs only receive fees . |
Performance Compensation (Structure and Metrics)
- Directors do not have performance-based cash bonuses or financial metric-linked pay; equity awards vest on service schedules and accelerate on change-in-control. 2024 vesting schedules and values summarized above; no TSR/EBITDA/ESG metrics tied to director comp disclosed .
Signals, Conflicts, and Red Flags
- Alignment signals: Significant personal ownership (5.3%); elected RSUs for retainers; deferred settlement of RSUs, indicating long-term horizon .
- Interlocks: Overlapping board service with BDSX directors at Accelerate Diagnostics creates information flow and potential perceived conflicts in diagnostics ecosystem; Audit Committee oversees RPTs; no specific RPTs tied to Patience disclosed .
- Attendance/engagement: At least 75% attendance; active role as Compensation Committee member; independent Chair structure enhances oversight .
- Option exchange program: Company undertook a 2023 shareholder-approved exchange for executive options (repricing via exchange); not disclosed as involving directors, but governance sensitivity persists (comp committee oversight) .
- Section 16 filings: Company notes certain inadvertent late Form 4s for executives in 2024; none noted for Patience .
- Nasdaq listing risk: Reverse split authorized to maintain listing due to sub-$1 price; not directly a director-specific issue but relevant to board effectiveness in capital markets oversight .
Compensation Committee Analysis
- Composition: Chair Hany Massarany; members John Patience and Jon Faiz Kayyem; all independent and non-employee under Rule 16b-3. Responsibilities include executive/director compensation, equity plans, consultants, and succession .
- Consultant use: Committee utilized an independent executive compensation consultant during 2024 to advise on program elements (supports governance rigor) .
Governance Assessment
- Strengths:
- Independent Chairman with extensive healthcare/dx board experience and meaningful ownership (5.3%) .
- Clear committee structure; Patience on Compensation Committee; documented use of independent comp consultant; robust clawback policy adoption .
- Prohibition on hedging/pledging; director RSU deferrals indicate long-term alignment .
- Watch items / potential risks:
- Board interlocks with Accelerate Diagnostics (Patience, Massarany as Chair, Strobeck) increase network ties in diagnostics—manage perceived conflicts via Audit Committee oversight and RPT policy .
- Company-wide listing compliance actions (reverse split authorization) reflect market risk; continued investor communication needed .
- Historical executive option exchange (not involving Patience) is a governance sensitivity; ongoing vigilance on equity plan design warranted .