Scott Hutton
About Scott Hutton
Scott Hutton (age 53) is President, CEO, and Director of Biodesix (since Jan 2020). He previously served as COO (2018–2019) and spent 16 years at Medtronic (VP/GM roles across Neurosurgery and Surgical Navigation) and as SVP/GM of Vascular Intervention at Spectranetics (now Philips) . He holds a B.A. from Purdue University and has been recognized with multiple industry leadership awards (Top 25 Biotech CEO 2021/2022) . Under his leadership, Biodesix delivered estimated 2024 revenue of $71.3M (+45% YoY) with gross margin improving to 78% from 73% in 2023, driven by strong lung diagnostic testing volumes and development services growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biodesix | President & CEO; Director | 2020–present | Led transition to lung-focused diagnostics; revenue +45% in 2024 with margin expansion . |
| Biodesix | Chief Operating Officer | 2018–2019 | Operational leadership prior to CEO transition . |
| Spectranetics (Philips) | SVP & GM, Vascular Intervention | 2017 | Ran VI division pre-Philips integration . |
| Medtronic | VP & GM, Neurosurgery; prior GM roles | 2008–2017 (Medtronic tenure 16 years) | Oversaw ~$1B Neurosurgery unit; led Surgical Navigation and Intra-Op Imaging businesses . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Coalition for 21st Century Medicine | Director and Board Secretary | Current |
| Eximis Surgical, Inc. | Director | Since Feb 2018 |
| Colorado Bioscience Association | Director | 2011–2013 |
| Aqueduct Critical Care; Visualase | Board observer | 2014–2017; 2012–2014 |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Salary earned ($) | $515,000 | $588,858 | Reflects partial-year rate changes in 2024 . |
Base salary rate changes:
- $515,000 effective Jan 1, 2024; increased to $608,000 effective Mar 1, 2024; increased to $652,500 effective Mar 1, 2025 .
Performance Compensation
Annual Cash Bonus (2024)
| Item | Value |
|---|---|
| Target bonus (% of salary) | 100% |
| Corporate funding (achievement) | 75.4% of target based on Company metrics |
| Metrics used | Total revenue; Lung diagnostic gross margin %; Total operating expense (excl. certain non-cash) |
| Cash payout (2024) | $223,604 |
| Bonus-to-options in lieu of cash | 425,929 options (fully vested at grant) |
Note: The Company permits executives to elect a portion of annual bonus in fully vested options at 3x conversion using an average stock price methodology; Hutton elected to receive a portion in options as above .
Equity Awards (2024 grants)
| Grant date | Instrument | Size | Vesting |
|---|---|---|---|
| Feb 8, 2024 | Stock options | 421,250 shares | Monthly over 48 months from vesting start; exercise price $1.99 . |
| Feb 8, 2024 | RSUs | 210,625 units | 4 equal annual installments from vesting start . |
| Feb 21, 2024 | Bonus-to-options (annual bonus election) | 180,926 options (2023 bonus) | Fully vested at grant; exercise price $1.46 . |
| 2024 (bonus-to-options for 2024 bonus) | Stock options | 425,929 options | Fully vested at grant per program . |
Vesting definitions:
- RSUs: time-based, 4 equal annual installments from vesting commencement date .
- Options: time-based, generally 48 equal monthly installments from vesting commencement; bonus-to-options awards are 100% vested at grant .
Outstanding Equity (select positions as of 12/31/2024)
| Category | Quantity/Value |
|---|---|
| Options exercisable within 60 days (ownership table methodology) | 1,644,563 shares |
| Common shares held (beneficial) | 711,947 shares |
| Example unvested RSUs (2024 grant) | 210,625 units (market value $322,256 at $1.53 close) |
Annual Incentive Plan Design
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Total revenue | Not disclosed | Not disclosed | Not disclosed | Included in 75.4% corporate funding . |
| Lung diagnostic gross margin % | Not disclosed | Not disclosed | Not disclosed | Included in 75.4% corporate funding . |
| Total operating expense (excl. certain non-cash) | Not disclosed | Not disclosed | Not disclosed | Included in 75.4% corporate funding . |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Ownership | Notes |
|---|---|---|---|
| Scott Hutton | 2,356,510 | 1.6% | Includes 1,644,563 options exercisable within 60 days and 711,947 shares held . |
Alignment policies and practices:
- Hedging and pledging prohibited; directors/officers may not hold in margin accounts or pledge as collateral; short sales and derivatives prohibited per Insider Trading Policy .
- Director compensation: Hutton receives no additional board compensation as an employee director .
Insider activity/compliance:
- Company reported one late Form 4 by Hutton in 2024 among several officers; otherwise Section 16(a) compliance was timely based on representations reviewed .
Participation in insider financings:
- Hutton participated alongside board and management in Aug 3, 2023 private placement of 16,975,298 shares at $1.62 (aggregate $27.5M); proceeds for commercial expansion and general purposes .
- Participated in April 5, 2024 Series A Preferred financing (760,857 shares at $46.00), subsequently exchanged for 30,434,280 common shares across investors after shareholder approval on May 23, 2024 .
Employment Terms
| Provision | Non‑CIC Termination (without cause) | CIC Window Termination (without cause or for good reason; 3 months before to 1 year after CIC) |
|---|---|---|
| Cash severance (salary) | CEO: 12 months | CEO: 150% of base salary (lump sum) |
| Target bonus | CEO: 100% of target bonus (lump sum) | CEO: 150% of target bonus (lump sum) |
| COBRA premiums | Up to 12 months (Company-paid) | 18 months (Company-paid) |
| Equity acceleration | None specified | Full acceleration of time-based equity; performance-based not specified |
| Additional payments | — | $15,000 for legal/tax/outplacement (CEO and CFO only) |
| Conditions | Release of claims; standard covenants |
Clawback: Dodd-Frank compliant policy adopted in 2023 to recoup incentive compensation in event of an accounting restatement .
Board Governance
- Role: CEO and Director (Class I), term expiring at 2027 annual meeting; not independent by definition of Nasdaq rules .
- Board leadership: Independent Chairman (John Patience); CEO and Chair roles are separated, supporting independent oversight .
- Committees: Hutton not listed on audit, compensation, or nominating/governance committees (consistent with best practices for management directors) .
- Board/committee activity: Board held five meetings in 2024; all incumbent directors met 75%+ attendance; eight directors (including Hutton) attended 2024 annual meeting .
Director compensation governance (context for dual role):
- Employee directors receive no retainers/equity for board service; non-employee director compensation heavily equity-based with RSUs/options and quarterly vesting starting 2025, with change-of-control vesting; no meeting fees; chair and committee chair RSUs supplement retainers .
Compensation Structure Analysis
- Mix and at-risk pay: Hutton’s 2024 comp weighted to equity (options + RSUs) and variable bonus; 2024 total comp $2.085M with $419k RSUs, $852k options grant-date fair value, $223.6k cash bonus, reflecting heavy equity leverage and mid-teens cash variable payout relative to salary .
- Metric rigor: Annual bonus tied to three operating metrics (revenue, lung diagnostics gross margin, operating expense) with a 75.4% funding outcome, indicating partial achievement and pay-for-performance sensitivity .
- Equity strategy: Blend of RSUs (4-year annual vest) and options (4-year monthly vest) preserves long-term alignment and upside leverage; executives may convert cash bonus to fully vested options, further increasing exposure to share price .
- Option exchange history: 2023 shareholder-approved option exchange repriced underwater options (e.g., old $20.67 grants exchanged for $1.20); incremental FV recognized was modest (e.g., $8,056 for CEO), but repricing is a governance watchpoint (potentially shareholder-unfriendly) .
- Base pay trajectory: Multiple increases—$515k (1/1/24) to $608k (3/1/24) to $652.5k (3/1/25)—shows market alignment and retention focus amid business scaling .
Vesting Schedules and Potential Selling Pressure
- Near-term vesting:
- Options: 2024 option grant vests monthly through Feb 2028; bonus-to-options grants are fully vested and could be exercised/sold subject to trading windows .
- RSUs: 2024 RSUs vest annually over four years, creating scheduled share releases that may modestly contribute to supply if sold .
- Prohibitions on hedging/pledging reduce forced-sale risk from margin or collateral demands .
- One late Form 4 noted for Hutton in 2024; otherwise Section 16 compliance timely based on representations, with no pattern of repeated late filings disclosed .
Performance & Track Record
- 2024 operating performance: Estimated revenue $71.3M (+45% YoY), Lung Diagnostics $64.7M (+43%; 54,300 tests, +40%), Development Services $6.6M (+70%); gross margin improved to 78% from 73% in 2023 .
- Strategic initiatives: Expanded clinical evidence and reimbursement, launched CLARIFY outcomes study (up to 4,000 patients), initiated collaborations (e.g., MSK) and highlighted operational efficiency .
- Market/listing backdrop: Company sought shareholder approval for reverse stock split authorization in 2025 to address Nasdaq minimum bid compliance (not an executive-specific item but informs equity value sensitivity) .
Related Party and Other Governance Considerations
- Insider financings: CEO participated in Aug 2023 private placement and April/May 2024 preferred financing/exchange alongside board and management, signaling insider support; amounts per individual not itemized .
- Perquisites: “All Other Compensation” includes electronics stipend and tax gross-up on peer recognition awards via Wishlist Rewards; limited in nature (not golden parachutes) .
- Say-on-Pay: As an Emerging Growth Company, Biodesix is not required to conduct say‑on‑pay votes at present, limiting direct shareholder feedback on pay .
Compensation Committee & Process
- Committee composition (independent): Chair Hany Massarany; members John Patience and Jon Faiz Kayyem; all independent and non-employee .
- Use of independent consultant: Committee retained an independent compensation consultant and reviewed market data in setting salaries/awards .
- Interlocks: No compensation committee interlocks or insider participation reported .
Investment Implications
- Alignment: High equity orientation (options + RSUs), bonus metrics tied to revenue/margins/opex, and insider participation in financings support alignment with shareholder value creation .
- Retention: Competitive salary progression (to $652.5k in 2025), ongoing multi-year equity vesting, and robust CIC protections (1.5x salary/bonus, 18 months COBRA, equity acceleration) lower CEO flight risk during strategic inflection points .
- Trading signals: Fully vested bonus-to-options awards and rolling monthly option vests create potential liquidity windows; hedging/pledging bans mitigate forced selling; monitor Form 4s around vest dates and post‑earnings windows for supply signals .
- Governance watchpoints: 2023 option exchange (repricing) is a red flag to monitor for future modifications; separation of CEO/Chair and independent committees offset dual-role concerns .
All data are drawn from Biodesix’s 2025 DEF 14A, 2024 Form 10-K, and relevant 8‑Ks as cited.