Lawrence Kennedy Jr.

About Lawrence T. Kennedy, Jr.

Independent director (Class II) at Biodesix since January 2023; age 53; MBA from Duke University (Fuqua) and BA from Colgate University. He has 25+ years in healthcare-focused operating, corporate finance, company creation and investing; currently Managing Partner & CEO of Westwood Management, and previously co‑founder, CFO and chairman of Health Carousel .

Past Roles

External Roles

Board Governance

• Independence: Board determined Kennedy is independent under Nasdaq rules .
• Tenure and classification: Class II director; term expiring at 2025 annual meeting; nominated to serve through 2028 .
• Board leadership: Independent Chairman (John Patience) structure maintained to reinforce oversight independence .
• Attendance: Board met 5 times in 2024; each incumbent director attended at least 75% of board and committee meetings; committees met as below .

• Committee mandates relevant to investor confidence:
  • Audit: oversight of accounting/reporting, internal controls, auditor independence, employee whistleblower procedures, and review/approval of related‑party transactions .
  • NCG: board composition/independence, succession planning, governance policies, and cybersecurity risk oversight .
  • Compensation: independent oversight of executive/director pay; no interlocks or insider participation in 2024 .

Fixed Compensation

• Non‑employee director compensation policy (amended in Q1 2024; further amended Oct 30, 2024 effective Apr 1, 2025):
  • Annual retainer for board members: $40,000; committee chair fees: Audit $20,000; Compensation $15,000; NCG $10,000; committee membership fees otherwise $0 .
  • For Apr 1, 2024–Mar 31, 2025, directors elected 100% of retainers in RSUs; each director: 28,161 RSUs; chair add‑ons: Audit 14,080 RSUs, Compensation 10,560 RSUs, NCG 7,040 RSUs; RSUs valued at average $1.42 over 90 days pre‑grant and vested Mar 31, 2025 .
  • Annual equity for continuing directors (May 21, 2024): option grant Black‑Scholes $96,250 and RSUs $96,250; due to caps, each director received 37,050 options (BS value $1.06 at grant) and 18,525 RSUs (grant date value $1.42). From Oct 30, 2024 amendment, RSUs and annual equity vest in equal quarterly installments beginning 2025 .

• Director Deferred Compensation Plan: allows deferral of RSU settlement into deferred units, paid on separation or on elected date; change‑in‑control cash-out within 10 business days (subject to tax law) at FMV; dividend equivalents credited on deferred units .

Performance Compensation

• For directors, compensation is time‑based (RSUs and options) with change‑in‑control acceleration; no performance‑based metrics disclosed for director equity or retainers .

Other Directorships & Interlocks

• No compensation committee interlocks or insider participation in 2024; executives did not serve on boards/comp committees of entities with reciprocal officer/director relationships .
• Related‑party and financing events involving board members (alignment and potential conflicts):
  • Aug 3, 2023 subscription agreements: private placement of 16,975,298 shares at $1.62; participants included all board members and certain executives .
  • Apr 5, 2024 Series A Preferred financing (later exchanged into common on May 23, 2024): investors included board members and executives; registration rights granted; 760,857 preferred shares at $46.00; exchanged into 30,434,280 common shares post shareholder approval .
  • Aspira consulting agreement (Nov 2023–Nov 2025): two directors (Jack Schuler, Matthew Strobeck) had ownership interests in Aspira; $251,653 in revenue recognized as of Mar 24, 2025 .
• Audit committee oversees related‑party transactions per policy; audit committee charter explicitly includes review/approval of related parties .

Expertise & Qualifications

• Healthcare industry operating and finance leadership; company creation; board/investor experience .
• Education: MBA (Duke Fuqua); BA (Colgate) .
• Audit committee financial expert designation resides with Audit Chair (Jean Franchi); Kennedy is an audit committee member but not the designated financial expert .

Equity Ownership

• Significant beneficial owner with board service (alignment and influence).

Breakdown of Kennedy’s beneficial ownership:

• 10,411,024 shares via Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01 (as amended) .
• 12,267,873 shares via Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16 .
• 2,775,386 shares via KFDI‑B LLC .
• RSUs representing 299,819 shares vesting within 60 days of Mar 3, 2025 and deferred under Director Deferred Compensation Plan .
• 93,299 shares via vested/exercisable options within 60 days of Mar 3, 2025 .
• Insider Trading Policy prohibits hedging, short sales, options transactions, margin accounts, and pledging of company securities, reducing alignment risk from hedging/pledging .

Governance Assessment

• Board effectiveness: Kennedy strengthens financial and healthcare operating acumen on Audit and NCG committees; independence affirmed under Nasdaq despite large beneficial stake, with Audit Chair designated as financial expert and committee independence satisfied .
• Alignment and incentives: Director pay is heavily equity‑based (RSUs plus options) and Kennedy elected to defer RSUs, signaling long‑term alignment; however, equity awards are time‑based with change‑in‑control acceleration (not performance‑linked) .
• Engagement: Met the board’s attendance threshold; committees met regularly (Audit 4, NCG 4) and board met 5 times in 2024; governance structure includes independent Chair .
• Potential conflicts and red flags:
  • High ownership concentration among two directors (Kennedy 17.6%; Schuler 21.5%) could influence governance dynamics and control perceptions, though independence determinations were affirmed by the board .
  • Recurring insider financings (2023 private placement; 2024 preferred-to-common exchange) involve directors, which the audit committee must rigorously oversee for fairness and conflict mitigation .
  • No director‑level hedging/pledging permitted per policy; no loans disclosed; no legal investigations disclosed for Kennedy; compensation committee interlocks none .
• Broader listing risk context: Company pursued reverse stock split authority due to Nasdaq minimum bid deficiency notice (Mar 24, 2025), a macro governance signal but not director‑specific; continued independent oversight and investor‑aligned policies are important under such conditions .

Overall: Kennedy brings deep healthcare investment and operating expertise, serves on Audit and NCG with independence affirmed, and holds a significant ownership stake. Equity‑heavy, time‑based director compensation with RSU deferrals supports alignment but lacks explicit performance metrics; insider financings involving directors heighten the need for robust audit committee oversight of related‑party transactions to sustain investor confidence .