Jon Faiz Kayyem
About Jon Faiz Kayyem
Independent Class I director of Biodesix, Inc. since December 2021; age 61 with tenure through the 2027 annual meeting . Molecular diagnostics entrepreneur with 25+ years inventing, patenting, licensing, developing and commercializing DNA detection technologies, including founding Clinical Micro Sensors (predecessor to GenMark Diagnostics), and senior roles at GenMark (Founder/CEO/CSO/SVP R&D), Calimmune (founder/director), Motorola Solutions (VP Life Sciences), and Efficacy Capital (co-founder/managing partner) . Education: B.S. and M.S. in Biochemistry from Yale; Ph.D. in Molecular Biology from Caltech . Currently serves on the board of Inhibrx/Inhibrix Biosciences, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GenMark Diagnostics, Inc. | Founder; CEO & President; Chief Scientific Officer; SVP R&D | Not disclosed | Led development/commercialization of multiplex molecular diagnostics |
| Clinical Micro Sensors, Inc. (predecessor to GenMark) | Founder | Not disclosed | Commercialized DNA detection innovations from Caltech fellowship |
| Calimmune, Inc. | Director; Founder | Not disclosed | Early-stage biotech leadership |
| Motorola Solutions, Inc. | Vice President, Life Sciences | Not disclosed | Grew life sciences business |
| Efficacy Capital Limited | Co-founder; Managing Partner | Since Oct 2004 (not otherwise specified) | Biotech fund management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Inhibrx / Inhibrix Biosciences, Inc. | Director | Current | Board service in biotech |
Board Governance
- Board structure and independence: Biodesix board is classified; Kayyem is an independent director under Nasdaq rules . Chairman is independent (John Patience) and roles of CEO and Chair are separated .
- Committee assignments: Member, Compensation Committee (chair: Hany Massarany); not on Audit or Nominating & Corporate Governance .
- Committee meetings (2024): Audit 4; Compensation 6; Nominating & Corporate Governance 4 .
- Attendance: Board held 5 meetings in 2024; all incumbent directors attended at least 75% of combined board/committee meetings for their service periods .
- Risk oversight: Compensation Committee assesses compensation-related risk; Audit oversees financial/legal/cybersecurity; Nominating oversees governance and cybersecurity; full board receives committee reports .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Retainer (policy) | $40,000 (cash or equity; 2023 directors elected RSUs) | $40,000; directors elected RSUs; 28,161 RSUs for retainers; chairs received additional RSUs (Kayyem not a chair) |
| Committee Chair Fees (policy) | Audit $20,000; Comp $15,000; NCG $10,000 (none for members) | Audit $20,000; Comp $15,000; NCG $10,000; no fees for members |
| Director Deferred Compensation Plan availability | RSU deferral allowed; lump sum upon separation or elected date; change-in-control cash-out if permitted | RSU deferral allowed; terms unchanged |
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Director Equity – RSUs (units) | 96,251 RSUs (aggregate of retainers + annual grant) | 152,075 RSUs (aggregate across retainer and annual grants) |
| Annual Director Equity – Options (units) | None disclosed for Kayyem | 37,050 options (grant-limited sizing) |
| Stock Awards ($) | $187,575 | $267,213 |
| Option Awards ($) | $0 | $39,181 |
| Vesting – Retainer RSUs | Vested Mar 31, 2024 | Vested Mar 31, 2025 |
| Vesting – Annual RSUs | Vested Mar 31, 2024 | Annual RSU grant sized to 18,525 RSUs due to share limits; vested Mar 31, 2025 |
| Vesting – Annual Options | N/A | 37,050 options; monthly vesting over 48 months (per policy for 2025 grants, quarterly for retainers; options vest monthly) |
| Change-of-control treatment | Director equity fully vests upon change of control; deferred RSUs receive cash-out per plan if permitted by tax law | Same treatment; full vesting at CoC; RSU deferrals governed by plan |
| Deferral elections | Deferred 33,751 RSUs upon vesting | Deferred 152,075 RSUs upon vesting |
Vesting schedules and grant sizing constraints: 2024 annual options limited to 37,050 shares and RSUs to 18,525 due to percentage caps of outstanding shares; strike and Black-Scholes values based on average price over 90 days pre-grant ($1.42 reference average) .
Other Directorships & Interlocks
| Person/Entity | Relationship | Conflict/Interlock Note |
|---|---|---|
| Inhibrx/Inhibrix Biosciences, Inc. | Kayyem director | External biotech role; no related-party transaction disclosed with Biodesix |
| Aspira Women’s Health | Consulting agreement with Biodesix; ownership interests by Jack Schuler and Matthew Strobeck | Board-level related-party exposure not involving Kayyem; $251,653 revenue recognized through Mar 24, 2025 |
| Private placements (Aug 3, 2023; Apr 5, 2024) | All directors (incl. Kayyem) participated | Director participation in capital raises; subject to Nasdaq shareholder approvals in 2024 |
Expertise & Qualifications
- Deep diagnostics R&D and commercialization track record; founder/leader across multiple molecular diagnostics ventures .
- Academic credentials in biochemistry and molecular biology; Caltech Senior Research Fellow experience .
- Investment and fund management experience via Efficacy Capital .
- Board qualification: Independent; committee experience on Compensation .
Equity Ownership
| As-of Date | Options Exercisable (≤60 days) | RSUs (vest/deferred ≤60 days) | Trust-held Shares | Direct Shares | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|---|
| Mar 1, 2024 | 50,543 | 139,140 (deferred) | 180,085 | 177,452 | 547,220 | <1% |
| Mar 3, 2025 | 97,667 | 185,826 (deferred) | 180,085 | 177,452 | 641,030 | <1% |
- Anti-hedging/anti-pledging: Company policy prohibits directors from hedging or pledging company stock; margin accounts also prohibited .
Governance Assessment
- Independence and oversight: Strong independence designation; Compensation Committee membership provides direct influence on pay design and executive succession planning .
- Engagement: Met minimum attendance threshold in 2024; committee cadence suggests active oversight (6 Compensation meetings) .
- Alignment: Significant RSU deferrals (152,075 shares in 2024) indicate long-term orientation; <1% beneficial ownership reflects small float but consistent accumulation via grants .
- Pay structure: Directors elected to take all retainers in RSUs for 2024—equity-heavy mix that aligns incentives; annual option and RSU grants vest over time; full acceleration at change-of-control is common but reduces forfeiture risk .
- Related-party exposure: Board-wide participation in private placements (2023/2024) and an Aspira consulting relationship connected to other directors create governance sensitivity; Audit Committee oversees related-party transactions under written policy .
- RED FLAGS: None specific to Kayyem disclosed (no pledging, loans, or related-party transactions tied to him). Board-level risks include CoC acceleration and director involvement in financings—mitigated by shareholder approvals and policy oversight .
Director Compensation Details (Supporting Table)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $187,575 | $267,213 |
| Option Awards ($) | $0 | $39,181 |
| Total ($) | $187,575 | $306,394 |
| RSUs Granted (units) | 96,251 | 152,075 |
| Options Granted (units) | 0 | 37,050 |
Committee Membership Snapshot
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Member | Hany Massarany | 6 |
| Audit | Not a member | Jean Franchi | 4 |
| Nominating & Corporate Governance | Not a member | Matthew Strobeck, Ph.D. | 4 |
Notes on Company Policies Affecting Governance Confidence
- Clawback: Company adopted Dodd-Frank-compliant clawback for executive incentive compensation (applies to execs, not directors) .
- Insider trading: Prohibits hedging, short sales, options, margin accounts, and pledging by directors .
- Emerging growth company: Not required to hold say-on-pay votes; pay outcomes instead governed by Compensation Committee oversight and disclosure .
Overall: Kayyem brings deep technical and founding experience in diagnostics, is independent, active on the Compensation Committee, and has demonstrated ownership alignment via RSU deferrals. No disclosed Kayyem-specific related-party conflicts; board-level financings and CoC acceleration terms warrant continued monitoring for investor optics and alignment .