Kieran O’Kane
About Kieran O’Kane
Kieran O’Kane, age 48, is Chief Commercial Officer (CCO) of Biodesix, Inc. (BDSX). He has served as CCO since March 2020 and has been with the company in marketing leadership roles since February 2018; he holds a B.S. in Pharmacology from King’s College, University of London . Under O’Kane’s tenure, Biodesix’s revenue increased from $49.1M in FY2023 to $71.3M in FY2024*, while EBITDA loss improved from -$37.97M to -$28.49M*; short-term executive bonuses are tied to company revenue, lung diagnostic gross margin %, and total operating expenses excluding certain non-cash items .
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biodesix, Inc. | Chief Commercial Officer | Since Mar 2020 | Leads global commercial strategy and execution in oncology diagnostics |
| Biodesix, Inc. | Marketing leadership roles | Feb 2018–Mar 2020 | Built commercial capabilities prior to appointment as CCO |
| NanoString Technologies | Led Global Diagnostics Marketing | Apr 2016–Feb 2018 | Directed global marketing for cancer diagnostic tools |
| Biotheranostics | Commercial leadership | Not disclosed | Managed multiple new product launches in oncology |
| Cell Therapeutics | Commercial leadership | Not disclosed | Commercial roles in oncology therapeutics |
| Eisai | Commercial leadership | Not disclosed | Commercial roles in pharma |
| Cephalon | Commercial leadership | Not disclosed | Commercial roles in pharma |
| Bristol-Myers Squibb | Commercial leadership | Not disclosed | Commercial roles in pharma |
| Roche | Commercial leadership | Not disclosed | Commercial roles in diagnostics/pharma |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed in proxy biography | — | — |
| No current public-company directorships or external governance roles were disclosed . |
Fixed Compensation
Base Salary Progression (disclosed adjustments)
| Date | Base Salary ($) |
|---|---|
| Jan 1, 2024 | 335,000 |
| Mar 1, 2024 | 419,000 |
| Mar 1, 2025 | 449,500 |
Annual Bonus Targets and Outcomes
| Year | Target Bonus (% of Salary) | Corporate Funding Achieved | Cash Bonus Paid ($) | Bonus-to-Options Shares (fully vested) |
|---|---|---|---|---|
| 2023 | 60% | 38.1% | 57,407 | 35,307 |
| 2024 | 60% | 75.4% | 137,522 | 87,319 |
Notes:
- Executives could elect to receive up to 50% of earned bonus as “bonus-to-options”; awards are fully vested on grant date with exercise price equal to FMV at grant .
Performance Compensation
Equity Grants (structure and vesting)
| Grant Date | Instrument | Shares/Units | Vesting | Reference |
|---|---|---|---|---|
| Feb 8, 2024 | RSUs | 64,381 | 4 equal annual installments | |
| Feb 8, 2024 | Stock Options | 128,761 | 48 equal monthly installments | |
| Mar 1, 2023 | RSUs | 91,601 | 4 equal annual installments | |
| Mar 1, 2023 | Stock Options | 52,531 | 100% vested at grant (bonus-to-options) | |
| Feb 8, 2022 | RSUs | 7,447 | 16 equal quarterly installments | |
| Jul 24, 2023 | Option exchange (new grant) | 11,564 | Monthly installments beginning Aug 1, 2024 |
Stock Option Exchange Program (shareholder-approved): On Jul 24, 2023, O’Kane exchanged 56,654 options at $20.67 for 11,564 options at $1.20; incremental fair value recognized was $1,537 .
Annual Bonus Metrics (2024)
| Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Total revenue (GAAP) | Not disclosed | Not disclosed | Not disclosed | Corporate funding 75.4% | Cash and/or bonus-to-options (fully vested) |
| Lung diagnostic gross margin % | Not disclosed | Not disclosed | Not disclosed | Corporate funding 75.4% | Same as above |
| Total operating expense (excl. certain non-cash) | Not disclosed | Not disclosed | Not disclosed | Corporate funding 75.4% | Same as above |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 3, 2025)
| Holder | Shares Owned Directly | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Kieran O’Kane | 138,039 | 301,730 | 439,769 | <1% of 146,443,291 shares |
Shares outstanding as of record date: 146,443,291 .
Outstanding and Unvested Awards (as of Dec 31, 2024)
| Instrument | Count | Exercise Price | Expiration | Vesting Status | Market Value ($) |
|---|---|---|---|---|---|
| RSUs (2/8/2022) | 7,447 | — | — | Unvested (quarterly) | 11,394 |
| RSUs (2/8/2023) | 91,601 | — | — | Unvested (annual) | 140,150 |
| RSUs (2/8/2024) | 64,381 | — | — | Unvested (annual) | 98,503 |
| Options (2/8/2024) | 29,508 exc. / 99,253 unexc. | $1.99 | 2/7/2034 | Monthly | — |
| Options (7/24/2023, exchange) | 438 exc. / 2,262 unexc. | $1.20 | 7/23/2033 | Monthly (beginning 8/1/2024) | — |
| Options (3/1/2023, bonus-to-options) | 52,531 | $2.00 | 2/28/2033 | Fully vested | — |
| Options (3/10/2022) | 6,162 | $2.29 | 3/9/2032 | Time-vested | — |
| Earlier grants (2018–2020) | See proxy table | Various | Various | Time-vested | — |
Policy alignment:
- Hedging and pledging prohibited; directors/officers cannot hold company securities in margin accounts or pledge as loan collateral .
Participation in company financing:
- O’Kane participated alongside directors and management in the April 5, 2024 private placement of Series A Preferred (760,857 shares at $46.00), later exchanged into 30,434,280 common shares on May 23, 2024; individual allocations not disclosed .
Employment Terms
| Provision | Term |
|---|---|
| Role start date | CCO since March 2020 |
| Severance (non-CIC) | 9 months base salary continuation; Company-paid COBRA up to 12 months; CEO has higher terms |
| Change-in-control (double-trigger) | If terminated without cause or resign for good reason within 3 months prior to or 1 year post-CIC: lump sum 100% of base salary; lump sum 100% of target annual cash incentive; COBRA for 12 months; accelerated vesting of time-based equity (CEO/CFO also receive $15,000 stipend; not applicable to CCO) |
| Clawback | Dodd-Frank compliant clawback policy adopted in 2023 for incentive compensation upon accounting restatement |
| Non-compete / Non-solicit | Not disclosed in proxy |
| Employment contract term/renewal | Not disclosed in proxy |
Company Performance Context
| Metric | FY2019 | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | 24,552,000* | 45,557,000* | 54,506,000* | 38,212,000* | 49,087,000* | 71,323,000* |
| EBITDA ($) | -19,834,000* | -19,213,000* | -36,140,000* | -46,909,000* | -37,970,000* | -28,487,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Mix and trend: O’Kane’s pay comprises base salary increases aligned with role scope and market benchmarking (to $449,500 as of Mar 1, 2025), annual bonus tied to company-wide financial metrics (no individual goals in 2024), and a blend of RSUs and options with multi-year vesting .
- Pay-for-performance: Annual bonus metrics focus on GAAP revenue, lung diagnostic gross margin %, and operating expense (excluding certain non-cash items); 2024 payout funded at 75.4% indicates above-threshold company performance .
- Equity risk/reward: RSUs provide retention and value certainty; options maintain performance leverage. Quarterly and monthly vesting schedules create regular potential liquidity events .
- Option exchange (2023): Shareholder-approved exchange lowered exercise prices on underwater options; while common in small-cap turnarounds, this can be viewed as a dilution/repricing dynamic; incremental fair value recognized was limited ($1,537 for O’Kane) .
Risk Indicators & Red Flags
- Reverse stock split authorization in 2025 due to Nasdaq minimum bid price deficiency (closing bid $0.54 on Apr 25, 2025); potential capital markets risk that can influence compensation value realization .
- Hedging/pledging prohibited, reducing misalignment risk .
- Clawback policy in place; enhances governance in event of restatements .
- Section 16(a) compliance: one late Form 4 by O’Kane noted; otherwise timely filings reported .
Equity Ownership & Guidelines
- Executive stock ownership guidelines and compliance status: Not disclosed.
- Beneficial ownership: O’Kane beneficially owns 439,769 shares (<1%); includes 301,730 options exercisable within 60 days and 138,039 shares held directly .
Say-on-Pay & Governance
- As an “emerging growth company,” Biodesix is not required to conduct advisory votes on executive compensation or frequency; compensation committee utilizes an independent consultant .
- Compensation Committee: Independent directors; oversight of pay programs, equity plans, and succession .
Investment Implications
- Stronger alignment via bonus metrics tied to revenue/margin/cost control and through O’Kane’s participation in 2024 financing round, indicating insider commitment .
- Regular RSU and option vesting schedules may create periodic selling pressure; monitor Form 4 filings around quarterly/annual vest dates and company trading windows .
- The 2023 option exchange mitigates underwater options and attempts to restore performance incentives; investors should weigh dilution and potential future equity usage against improved retention and motivation .
- Company revenue growth and improving EBITDA loss trajectory in 2024 support bonus funding and equity value potential; however, Nasdaq listing risk and reverse split authorization highlight capital markets fragility that can affect realized compensation value and retention .
Values retrieved from S&P Global.*