Matthew Strobeck
About Matthew Strobeck
- Independent director at Biodesix, Inc. (BDSX) since January 2012; age 52; Class II director re-elected in 2025 to serve through 2028 .
- Managing Partner of Birchview Capital LP; advanced academic credentials include B.S. (St. Lawrence), Ph.D. (University of Cincinnati), M.S. (Harvard-MIT HST), and M.S. (MIT Sloan) .
- Core credentials: diagnostics investor/operator, board leadership across medtech/diagnostics; independence affirmed by BDSX board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biodesix, Inc. | Independent Director (Class II) | 2012–present | Audit Committee member; Chair, Nominating & Corporate Governance Committee |
| Biodesix, Inc. | Board nominee (2025) | Re-elected May 20, 2025 (Votes For: 80,042,665) | Continued independence; committee leadership continuity |
External Roles
| Organization | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| QuidelOrtho Corporation | Director | Current | Diagnostics exposure; potential industry adjacency |
| Accelerate Diagnostics, Inc. | Director | Current | Interlocks: BDSX directors John Patience (director since 2012) and Hany Massarany (director since 2020, chairman since Feb 2023) also serve at Accelerate |
| Monteris Medical Corporation | Director | Current | Medtech neurosurgery adjacency |
| Schuler Education Foundation | Director | Current | Affiliation with Jack Schuler network |
| Yield10 Biosciences | Director (prior) | 2012–2017 | Prior ag-bioscience governance |
Board Governance
- Committee assignments: Audit Committee member; Chair, Nominating & Corporate Governance (NCG) Committee .
- Independence: Board determined Strobeck is independent under Nasdaq rules .
- Attendance: Board met 5 times in 2024; each incumbent director (including Strobeck) attended at least 75% of board and committee meetings; Audit (4), Compensation (6), NCG (4) meetings held .
- Board leadership: Independent Chairman (John Patience); board size reduced from nine to seven effective at 2025 annual meeting after director transitions .
- Shareholder engagement: Re-elected at 2025 annual meeting with 80,042,665 votes for; other proposals (auditor, reverse split authority, ESPP) approved, indicating broad shareholder support .
Fixed Compensation
| Component | Amount/Mechanics | Disclosure Reference |
|---|---|---|
| Annual Board Retainer | $40,000 (non-employee director) | |
| Committee Chair Fees | Audit Chair $20,000; Compensation Chair $15,000; NCG Chair $10,000 | |
| 2024–2025 Retainer Form | Directors elected to receive retainers in RSUs; each director granted 28,161 RSUs for retainers based on $1.42 average price; NCG Chair additional 7,040 RSUs | |
| Deferred Compensation Plan | RSUs can be deferred into “deferred units” with dividend equivalents; paid in shares or cash upon separation or change in control per plan terms | |
| 2025 Policy Update | Effective Apr 1, 2025, retainers and annual equity grants vest in equal quarterly installments |
Performance Compensation
| Equity Grant Type (2024 cycle) | Grant Detail | Vesting | Notes |
|---|---|---|---|
| Annual Option Grant (May 21, 2024) | 37,050 options (grant capped by share % limits) | Vests on schedule per policy; limits reduced option count vs value target | Black-Scholes value per option disclosed at $1.06 as of grant date; aligns with capped share formula |
| Annual RSU Grant (May 21, 2024) | 18,525 RSUs (grant capped by share % limits) | Vested Mar 31, 2025, subject to continued service | Annual grants plus retainer RSUs formed the 2024 equity mix |
| Change-of-Control Treatment | All outstanding equity awards for non-employee directors fully vest upon change of control (if continuous service until CoC) | Immediate vesting at CoC | 2024 grants vest prorata upon non-cause termination |
No explicit performance metrics (TSR, revenue, EBITDA) are tied to non-employee director compensation; equity vesting and structure are time-based with CoC acceleration .
2024 Director Compensation (as reported)
| Name | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Matthew Strobeck, Ph.D. | $278,266 | $39,181 | $317,447 |
- Award mix/deferrals: Strobeck received a total of 159,115 RSUs and options over 37,050 shares; elected to defer 159,115 RSUs at vesting under the Director Deferred Compensation Plan .
Other Directorships & Interlocks
| External Board | Role | Interlock at BDSX | Potential Conflict Considerations |
|---|---|---|---|
| Accelerate Diagnostics, Inc. | Director | Patience (Director since 2012); Massarany (Director since 2020; Chairman since Feb 2023) also serve | Multi-director overlap could create informational interlocks; no specific related-party transactions disclosed with Accelerate |
| QuidelOrtho Corporation | Director | None disclosed | Sector adjacency; no related-party dealings disclosed |
| Monteris Medical Corporation | Director | None disclosed | Medtech adjacency; no related-party dealings disclosed |
| Schuler Education Foundation | Director | Jack Schuler network | Not a public company; separate philanthropic entity |
Expertise & Qualifications
- Diagnostics and medical technology investor/operator; extensive board service across public and private companies .
- Finance and technology training (MIT Sloan; Harvard-MIT HST) supports committee leadership (NCG chair; Audit member) .
- Independence status maintained; qualifies for Audit Committee under Nasdaq and Exchange Act standards .
Equity Ownership
| Holding Category | Shares | Notes |
|---|---|---|
| Directly held by Dr. Strobeck | 2,542,928 | Personal account |
| Birchview Fund LLC | 2,606,879 | Affiliated entity |
| Birchview Capital SMA | 89,673 | Separately managed account |
| Clajer Capital LLC | 40,665 | Affiliated entity |
| UTMA accounts (4) | 476,012 | For minor children (aggregate) |
| Options exercisable within 60 days | 48,767 | Included in beneficial ownership per SEC rules |
| RSUs vesting within 60 days (deferred) | 345,692 | Deferred under Director Deferred Compensation Plan |
| Total beneficial ownership | 6,150,616 (4.2% of outstanding) | Based on 146,443,291 shares outstanding as of Mar 3, 2025 |
Hedging/pledging: Company insider trading policy prohibits hedging and pledging of company securities by directors; no pledging disclosed for Strobeck .
Related-Party Transactions (Potential Conflicts)
- Aspira Women’s Health consulting agreement (Nov 2023–Nov 2025): BDSX provides consulting on ddPCR assay; revenue recognized $251,653 as of Mar 24, 2025; two BDSX directors (Jack Schuler and Matthew Strobeck) have ownership interests in Aspira. RED FLAG: potential related-party exposure requiring Audit Committee oversight per policy .
- Insider and board participation in 2023 private placement ($27.5M at $1.62/sh) and 2024 Series A Preferred (later exchanged into common): includes board members and executives; standard capital support but concentration of insider financing elevates governance monitoring needs .
Governance Assessment
-
Strengths:
- Independent director with deep diagnostics/medtech expertise; chairs NCG and contributes to Audit oversight (risk, cybersecurity, related-party reviews) .
- High shareholder support in 2025 re-election; committee independence and functioning documented; board leadership separated from management via independent chair .
- Director pay structure increasingly equity-heavy (RSUs/options), with quarterly vesting from 2025, aligning incentives with shareholders .
-
Watch items / RED FLAGS:
- Related-party transaction with Aspira involving directors’ ownership (including Strobeck): requires continued transparency and strict adherence to related-party transaction policy; monitor for economic materiality and arm’s-length terms .
- Multiple interlocks at Accelerate Diagnostics (Strobeck, Patience, Massarany): potential information flow/conflicts; no transactions disclosed, but oversight should ensure recusals where needed .
- Nasdaq minimum bid price deficiency and reverse split authority approved; equity grant structures and capital actions can signal dilution risk—ongoing board communication critical for investor confidence .
-
Alignment/Controls:
- Deferred RSU elections and prohibition of hedging/pledging support alignment and risk mitigation .
- Clawback policy adopted for executives under Dodd-Frank; while focused on executives, reflects broader governance rigor .
Director Compensation Summary (Structure vs. Alignment)
| Year-over-Year Changes | Observation |
|---|---|
| 2024 policy shift to RSU-paid retainers | Increases equity mix; all non-employee directors elected RSUs for retainers |
| 2025 vesting cadence | Quarterly vesting for retainers and annual equity grants enhances retention while smoothing recognition |
Shareholder Votes (2025)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Matthew Strobeck, Ph.D. | 80,042,665 | 0 | 10,647,715 | 34,315,087 |
| KPMG ratification | 124,931,444 | 51,397 | 22,626 | 0 |
| Reverse split authority (1:2 to 1:20) | 124,567,994 | 429,030 | 8,443 | 0 |
| Amended ESPP | 87,404,725 | 3,266,157 | 19,498 | 34,315,087 |
Emerging Growth Company: BDSX is not required to hold say-on-pay votes; compensation disclosure scaled accordingly .