Robin Cowie

About Robin Cowie

Robin Harper Cowie, age 45, is Chief Financial Officer, Secretary and Treasurer of Biodesix (BDSX). She became CFO in April 2017 and has been with the company since 2011 in finance and reimbursement leadership roles; earlier, she worked in payer/government relations at Precision Therapeutics and as a researcher at UPMC. She holds a B.S. in Molecular Biology (University of Pittsburgh) and an M.B.A. in Finance (Katz Graduate School of Business, University of Pittsburgh); she has served on the board of the Colorado Bioscience Association since 2023 .
Company performance has improved over the last three fiscal years: revenues grew from $38.2M (FY22) to $71.3M (FY24), while EBITDA losses narrowed over the same period (details below). Revenue values include document citations; EBITDA values marked with an asterisk are from S&P Global.

Values with asterisk (*) retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

2024 actual cash bonus paid to Cowie: $115,597; she also elected equity in lieu of cash via bonus-to-options (details below) .

Performance Compensation

Annual cash incentive is based on company financial objectives; for 2024 the metrics were: (i) total revenue (GAAP), (ii) lung diagnostic gross margin %, and (iii) total operating expense (ex‑certain non‑cash). The compensation committee approved a corporate funding level of ~75.4% of target for 2024 .

Notes on bonus-to-options program:

• Executives could elect to take part of the earned cash bonus as fully vested stock options, strike price = FMV on grant date; for 2024 awards the option count was calculated as cash value elected × 3 ÷ $1.57 (company average stock price in 2024) .
• Under the 2021 Senior Management Bonus to Equity Plan, bonus-to-options awards are fully vested at grant and priced at FMV; structure and vesting described in prior proxies .

Equity Ownership & Alignment

• Beneficial ownership (as of March 3, 2025): 744,070 shares (<1% of outstanding) .
  • Composition: 497,610 shares via options exercisable within 60 days and 246,460 shares held directly .
• Anti‑hedging/anti‑pledging: Directors and officers are prohibited from hedging and from holding/pledging company stock in margin accounts; short sales and option transactions are prohibited .
• Clawback: Dodd‑Frank compliant clawback policy adopted in 2023 requiring recovery of incentive compensation after an accounting restatement .

Selected outstanding/vested awards for Cowie (recent grants; as of 12/31/2024):

Additional alignment signals:

• Management (including CFO) participated in the Aug 2023 insider private placement of 16,975,298 shares at $1.62 (aggregate $27.5M), and in the April 2024 preferred equity financing that was later exchanged for common after shareholder approval .

Employment Terms

Executive Severance and Change-in-Control (CIC) Agreement (entered April 23, 2024) :

• Termination without cause (outside CIC window): 9 months base salary continuation; company‑paid COBRA up to 12 months (CEO gets 12 months salary + target bonus) .
• Double‑trigger (without cause or good reason within 3 months before or 12 months after CIC):
  • Lump sum: 100% of base salary + 100% of target bonus (CEO at 150% for each)
  • COBRA: 12 months (CEO 18 months)
  • Accelerated vesting of all time‑based equity awards
  • CFO and CEO receive an additional $15,000 lump sum for legal/tax/outplacement costs .
• Clawback applies to incentive compensation .

Performance & Track Record

Values with asterisk (*) retrieved from S&P Global.

Observations:

• Revenues grew ~86% from FY22 to FY24, reflecting commercial expansion in lung diagnostics; EBITDA losses narrowed by ~$18.4M over the period, indicating improving operating leverage .
• Company governance/market context: as of April 2025, the board sought authority for a reverse stock split to maintain Nasdaq compliance; BDSX later announced a 1‑for‑20 reverse split in Sept 2025, signaling listing pressure and potential volatility in equity‑based compensation value realization .

Compensation Structure Analysis

• Mix and at‑risk pay: Cowie’s compensation includes salary, annual bonus (50% target) tied to financial metrics, and equity (RSUs plus options). 2024 corporate funding at 75.4% suggests partial achievement vs financial targets; Cowie also elected equity via bonus‑to‑options (73,398 options fully vested) increasing performance leverage to stock appreciation .
• Shift in equity vehicles: Continued blend of RSUs (time‑based) and options; options include both standard 4‑year vesting and fully‑vested bonus‑to‑options, the latter creating immediate exercisable exposure but no additional service‑vesting retention .
• Option exchange (repricing) red flag mitigated by shareholder approval: In July 2023, BDSX executed a shareholder‑approved stock option exchange program that reduced exercise prices and re‑granted options with new vesting; Cowie participated (small exchanged tranches), which is a governance sensitivity but was explicitly approved and disclosed .
• Governance policies: Anti‑hedging/anti‑pledging policies and clawback enhance alignment and reduce risk of adverse incentive behaviors .
• Say‑on‑pay: As an Emerging Growth Company, BDSX is not required to hold say‑on‑pay votes; investors should track disclosure quality and committee oversight in lieu of vote outcomes .

Risk Indicators & Red Flags

• Listing/compliance risk: Reverse split authorization in 2025 highlights minimum bid‑price risk; this can expand share count headroom post‑split (dilution capacity) and affect equity award optics .
• Option exchange (2023): Underwater option exchange may indicate prior equity deeply out-of-the-money; though shareholder‑approved, exchanges can be viewed as pay reset risk .
• Related‑party optics: Management/board participation in insider financings (2023–2024) supports confidence but may raise governance scrutiny; terms and aggregate raise were disclosed .
• Perquisites/tax gross‑ups: Only nominal tax gross‑ups tied to a recognition program are disclosed, not golden‑parachute gross‑ups .

Equity Ownership & Vesting Pressure (Detail)

• Near‑term vesting overhang:
  • RSUs from 2023 and 2024 grants vest in equal annual installments (remaining three to eight tranches depending on award), while standard options vest monthly over four years—creates steady potential supply; bonus‑to‑options awards are fully vested on grant, front‑loading exercisable supply .
• Beneficial ownership: Cowie holds <1% of outstanding shares but has meaningful option exposure (exercisable within 60 days: 497,610 shares), suggesting compensation leverage to stock price outcomes without pledging risk .

Employment Terms (Severance/CIC Economics for CFO)

Investment Implications

• Alignment: Anti‑hedging/anti‑pledging policies, clawback adoption, and Cowie’s option‑heavy pay mix align outcomes with shareholders; insider participation in 2023–2024 financings signals commitment .
• Retention: Standard 4‑year option/RSU vesting supports retention; however, bonus‑to‑options awards vest immediately, offering less service‑vesting stickiness on that portion of pay .
• Selling pressure: Fully‑vested bonus options and steady monthly/annual vesting create incremental potential supply; monitor Form 4s around vesting dates and blackout windows to gauge execution/pressure.
• Change‑in‑control: CFO’s double‑trigger package (salary + bonus + time‑based equity acceleration + $15k stipend) is moderate and shareholder‑typical; it reduces management distraction in M&A but creates payout sensitivity to CIC timing .
• Performance trend: Strong revenue growth with improving (but still negative) EBITDA under current leadership provides a constructive trajectory; equity value realization for management remains sensitive to listing compliance and capital needs disclosed in 2025 proxy/reverse split materials .

Values with asterisk (*) retrieved from S&P Global.