Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Accounting Officer
Effective December 31, 2020, Ryan H. Siurek was appointed as the Chief
Accounting Officer of Biodesix, Inc. (the "Company"). Mr. Siurek will report to
Robin Harper Cowie, the Company's Chief Financial Officer. In this role, Mr.
Siurek will function as the Company's principal accounting officer, and will
assume responsibility as principal accounting officer from the Company's Chief
Financial Officer. Ms. Harper Cowie will continue to serve as the Company's
Chief Financial Officer and principal financial officer.
Prior to joining the Company, Mr. Siurek, age 49, previously served as Senior
Vice President, Chief Accounting Officer and Controller of Vail Resorts, Inc.
from April 2016 to September 2020. From January 2009 to April 2016, Mr. Siurek
served as an executive at Sprint Corporation where he held various accounting
and finance roles including, Vice President, Controller & Chief Accounting
Officer and Vice President, Divisional Chief Financial Officer for the prepaid
and wholesale and enterprise solutions divisions. Mr. Siurek earned a BBA in
Accounting in 1993 and an MS in Accounting in 1994, both from Texas A&M
University, and is a Certified Public Accountant. Mr. Siurek also serves as a
member of the American Institute of Certified Public Accountants (AICPA)
Financial Reporting Executive Committee (FinREC), a senior committee focused on
financial reporting.
In connection with Mr. Siurek's employment, Mr. Siurek will be entitled to
receive compensation and participate in benefit plans, including equity
compensation and annual cash incentive plans, generally available to the
Company's other executives. The plans are described in the Company's final
prospectus dated October 29, 2020, included in the Company's registration
statement on Form S-1 filed with the Securities and Exchange Commission. Mr.
Siurek will also receive an equity award of 45,000 stock options under the
Company's 2020 Equity Incentive Plan (the "Equity Incentive Plan"). The stock
options are expected to vest as to 40% of the shares subject to such award on
the second anniversary of the appointment date, with the remaining shares
vesting in equal monthly installments over the next three years, in each case
subject to Mr. Siurek's continued employment with the Company.
There is no arrangement or understanding pursuant to which Mr. Siurek was
selected to serve as an officer of the Company and there are no related party
transactions between Mr. Siurek and the Company that would require disclosure
under Item 404(a) of Regulation S-K. In addition, there are no family
relationships between Mr. Siurek and any director or executive officer of the
Company.
Approval of 2020 Equity Incentive Subplan
On December 31, 2020, the Board of Directors of Biodesix, Inc. (the "Company")
approved a new subplan (the "Subplan") of the Equity Incentive Plan. The Subplan
permits designated employees to make an annual election to receive 25%, 50%, 75%
or 100% of the annual cash bonus they earn in the following bonus year in the
form of a fully-vested nonstatutory stock option award under the Equity
Incentive Plan (an "Option"). For each eligible employee, the amount of cash
compensation for which an election may be made under the Subplan is limited to
such employee's target annual cash bonus for the applicable bonus year, and may
be further limited by a dollar amount set forth in the election form by the
Company or the employee.
The number of shares of the Company's common stock subject to the Option will be
determined by multiplying the cash value of the bonus to be received in the form
of an Option by four, and then dividing the product of that calculation by the
Company's average share price during the applicable bonus year. The terms and
conditions of the Option will be governed by the Equity Incentive Plan and the
applicable form of Option award, which award will be reported separately.
The foregoing description is a summary of material terms of the Subplan. The
full text of the Subplan will be filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 2020.
--------------------------------------------------------------------------------
Item 7.01. Regulation FD Disclosure.
On January 4, 2021, the Company issued a press release announcing the
appointment of Mr. Siurek as Chief Accounting Officer, as described in Item 5.02
of this Current Report. A copy of the press release announcing the appointment
of Mr. Siurek is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such document or
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
No. Exhibit
99.1 Press Release issued by Biodesix, Inc. dated January 4, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
BIODESIX, INC. 
