CareDx : 2026 Proxy Statement
CDNA
Published on 04/30/2026 at 08:06 pm EDT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Message from the
Company's Management
April 27, 2026
Dear CareDx Stockholder,
2025 was a year of strong execution for CareDx, as we advanced the long-term strategy we outlined at our Investor Day in October 2024.
Over the past year, we sharpened our focus, strengthened our operating foundation, and made deliberate investments to support sustainable growth and long-term value creation. Our progress reflects a disciplined approach to building a durable, best-in-class financial profile while remaining firmly anchored to our mission to create life-changing solutions that enable transplant patients to thrive.
I am proud of what our team accomplished in 2025 and grateful for the continued confidence of our stockholders. We remain focused on executing our strategy and advancing our vision of a world where every patient receives the care they need to live longer, fuller lives.
Sincerely,
John W. Hanna | President and CEO
Dear Stockholder:
8000 Marina Boulevard, 4th Floor Brisbane, CA 94005
You are cordially invited to attend the 2026 annual meeting of stockholders (the "Annual Meeting") of CareDx, Inc., a Delaware corporation ("CareDx," "we", "us", "our", or the "Company"). The Annual Meeting will be held on Thursday, June 11, 2026 at 10:00
a.m. Pacific Time, virtually via live webcast at http://www.virtualshareholdermeeting.com/CDNA2026.
Meeting Details
Date & Time
Thursday, June 11, 2026 at 10:00 a.m. Pacific Time
Location
Virtually via live webcast at http://www.virtualshareholder meeting.com/CDNA2026
Record Date
April 15, 2026
The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement:
1
To elect five directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;
2
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;
3
To approve, on an advisory basis, the compensation of our named executive officers;
5
To approve an amendment to our 2024 Equity Incentive Plan to increase the available shares reserved thereunder; and
Our Board of Directors has fixed the close of business on April 15, 2026 as the record date for the Annual Meeting. Only stockholders of record on April 15, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon are more fully described in the accompanying proxy statement.
On or about April 27, 2026 we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at http://investors.CareDxinc.com/financial-information/annual-reports.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions.
Thank you for your continued support of CareDx. By order of the Board of Directors,
/s/ Michael D. Goldberg
Chairman of the Board of Directors
Brisbane, California | April 27, 2026
Proxy Statement for 2026 Annual Meeting of Stockholders 1
Questions and Answers about the Annual Meeting . . . . . . . . 1
Proposal No. 1 Election Of Directors . . . . . . . . . . . . . . . . . . . . . 9
Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Vote Required; Board Recommendation . . . . . . . . . . . . . . . . . 9
Board of Directors and Corporate Governance 10
Directors with Terms Expiring at the Annual Meeting-
Nominees for Director 11
Continuing Directors 16
Considerations in Evaluating Director Nominees 21
Director Independence 21
Board Leadership Structure 22
Board Diversity of Skills and Expertise 22
Legal Proceedings with Directors 23
Agreements with Directors 23
Board and Committee Meetings 23
Compensation Committee Interlocks and Insider
Participation 26
Stockholder Recommendations for Nominations to the
Board of Directors 27
Communications with the Board of Directors 28
Corporate Governance Guidelines and Code of Business
Conduct and Ethics 28
Clawback Policy 28
Insider Trading Policy 29
Non-Employee Director Stock Ownership Policy 29
Executive Officer Stock Ownership Policy 29
Board of Directors' Role in Risk Oversight 30
Director Compensation 31
Director Compensation Table 32
Proposal No. 2 Ratification of Appointment of
Independent Registered Public Accounting Firm 34
Fees Paid to the Independent Registered Public Accounting
Firm 34
Auditor Independence 35
Audit and Finance Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm 35
Vote Required; Board Recommendation 35
Audit and Finance Committee Report 36
Proposal No. 3 Advisory Vote on Executive Compensation 37
Vote Required; Board Recommendation 37
Proposal No. 4 Advisory Vote on Frequency of Advisory
Votes on Executive Compensation 38
Vote Required; Board Recommendation 38
Proposal No. 5 Approval of an Amendment to 2024 Equity Incentive Plan 39
Information on Equity Compensation Plans as of March 31,
2026 40
Taking Action to Reduce Burn Rate and Dilution 40
Key Features and Governance Practices 43
Summary of the 2024 Plan 44
Form S-8 Registration Statement 51
New Plan Benefits 51
Federal Income Tax Consequences 52
Vote Required; Board Recommendation 54
Executive Officers 55
Legal Proceedings with Executive Officers 56
Executive Compensation 57
Compensation Discussion and Analysis 57
Executive Summary 57
Compensation Philosophy 59
Compensation Determination Process 60
Pay Components 62
Compensation and Human Capital Committee Report 70
Summary Compensation Table 71
Grants of Plan-Based Awards 73
Outstanding Equity Awards at Fiscal Year-End 74
Option Exercises and Stock Vested 78
Pension Benefits 78
Pay Ratio Disclosure 82
Pay Versus Performance 83
Equity Compensation Plan Information 87
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
Indemnification Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
Rule 10b5-1 Sales Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
Policies and Procedures for Related Party Transactions . . . .
91
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Delinquent Section 16(a) Reports . . . . . . . . . . . . . . . . . . . . . . .
92
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Note About Forward-Looking Statements . . . . . . . . . . . . . . . . .
92
Householding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Company Website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
Appendix A - 2024 Equity Incentive Plan (including
Amendment No. 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
Appendix B - Amendment No. 2 to the 2024 Equity Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-1
Security Ownership of Certain Beneficial Owners and
Date & Time
Thursday, June 11, 2026 at 10:00 a.m. Pacific Time
Location
Virtually via live webcast at http://www.virtualshareholder meeting.com/CDNA2026
Record Date
April 15, 2026
We sent you this proxy statement and the enclosed proxy card because the Board of Directors ("Board of Directors") of CareDx, Inc. (sometimes referred to as "we", "CareDx" or the "Company") is soliciting your proxy to vote at the Company's 2026 annual meeting of stockholders (the "Annual Meeting") and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Thursday, June 11, 2026 at 10:00 a.m. Pacific Time, virtually via live webcast at http:// https://www.virtualshareholdermeeting.com/CDNA2026. You are invited to attend the Annual Meeting and we request that you vote on the proposals described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may complete, sign and return the enclosed proxy card or submit your proxy through the Internet or by telephone according to the instructions contained in the enclosed proxy card.
The Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 27, 2026 to all stockholders entitled to receive notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available upon request for inspection by any stockholder, during ordinary business hours at our principal executive offices, for any purpose relating to the Annual Meeting for a period of at least 10 days before the Annual Meeting.
Questions and Answers About the Annual Meeting
The information provided in the "question and answer" format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.
What matters am I voting on?
You will be voting on:
the election of five directors to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;
a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;
a proposal to approve, on an advisory basis, the compensation of our named executive officers;
a proposal to approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers;
a proposal to approve an amendment to our 2024 Equity Incentive Plan (as previously amended by Amendment No. 1, the "2024 Plan") to increase the available shares reserved thereunder; and
any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.
CareDx Inc. 2026 Proxy Statement | 1
How does our Board of Directors recommend that I vote?
Our Board of Directors recommends that you vote:
FOR the election of each of the five directors nominated by our Board of Directors and named in this proxy statement to serve for a one-year term;
FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;
FOR the approval of the compensation paid to our named executive officers as disclosed in this proxy statement;
FOR "1 Year" (annual vote) regarding the frequency of future advisory votes on the compensation of our named executive officers; and
FOR the approval of an amendment to our 2024 Plan to increase the available shares reserved thereunder.
Will there be any other items of business on the agenda?
If any other items of business or other matters are properly brought before the Annual Meeting, your proxy gives discretionary authority to the persons named on the proxy card concerning those items of business or other matters. The persons named on the proxy card intend to vote the proxy in accordance with their best judgment. Our Board of Directors does not intend to bring any other matters to be voted on at the Annual Meeting, and we are not currently aware of any matters that may be properly presented by others for consideration at the Annual Meeting.
Who is entitled to vote at the Annual Meeting?
Holders of our common stock at the close of business on April 15, 2026, the record date for the Annual Meeting (the "Record Date"), are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date. Stockholders are not permitted to cumulate votes with respect to the election of directors.
As of the Record Date, there were 51,547,801 shares of common stock outstanding and entitled to vote.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are the stockholder of record for such shares. As the stockholder of record, you may vote either electronically at the Annual Meeting or by proxy.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on the Record Date, your shares were held, not in your name, but rather in a stock brokerage account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares held in "street name." As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions your broker, bank or other nominee provides. If you do not provide your broker, bank or other nominee with instructions on how to vote your shares, your broker, bank or other nominee may, in its discretion, vote your shares with respect to routine matters but may not vote your shares with respect to any non-routine matters. Please see "What if I do not specify how my shares are to be voted?" for additional information.
Do I have to do anything in advance if I plan to attend the Annual Meeting?
The Annual Meeting will be a virtual audio meeting of stockholders, which will be conducted via live audio webcast. You are entitled to participate in the Annual Meeting only if you were a holder of our common stock as of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting.
To participate in the Annual Meeting, you will need the control number included on your proxy card or the Notice. The live audio webcast will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Pacific Time and you should allow ample time for the check-in procedures.
How can I get help if I have trouble checking in or listening to the meeting online?
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page at http://www.virtualshareholdermeeting.com/CDNA2026.
How do I vote and what are the voting deadlines?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can vote in one of the following ways:
You may vote via the Internet or by telephone. To vote via the Internet or by telephone, follow the instructions provided in the Notice. If you vote via the Internet or by telephone, you do not need to return a proxy card by mail. Internet and telephone voting are available 24 hours a day. Votes submitted through the Internet or by telephone must be received
by 11:59 p.m. Eastern Time on June 10, 2026 at 1-800-690-6903, or the Internet at https://www.proxyvote.com.
You may vote by mail. If you have received printed proxy materials by mail and would like to vote by mail, you need to complete, date and sign the proxy card that accompanies this proxy statement and promptly mail it to the tabulation agent in the enclosed postage-paid envelope so that it is received no later than June 10, 2026. You do not need to put a stamp on the enclosed envelope if you mail it from within the United States. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail.
You may vote electronically at the Annual Meeting. If you plan to attend the Annual Meeting, please log into http:// www.virtualshareholdermeeting.com/CDNA2026 as a "Stockholder" using the control number available on your proxy card or the Notice, and vote during the Annual Meeting following the instructions at http://www.virtualshareholdermeeting.com/ CDNA2026.
Note: If you vote via the Internet, return a proxy card by mail or vote electronically at the Annual Meeting, but do not give any instructions on a particular matter to be voted on at the Annual Meeting. John W. Hanna and Keith Kennedy, the persons who have been designated as proxy holders by our Board of Directors, will vote the shares you own in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends that you vote FOR the election of each of the five directors nominated by our Board of Directors and named in this proxy statement directors to serve for a one-year term (Proposal No. 1), FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal No. 2), FOR the approval of the compensation paid to our named executive officers as disclosed in this proxy statement (Proposal No. 3), FOR "1 Year" (annual vote) regarding the frequency of future advisory votes on the compensation of our named executive officers (Proposal No. 4), and FOR the approval of an amendment to our 2024 Equity Incentive Plan (Proposal No. 5) to increase the available shares reserved thereunder.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee how to vote your shares. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a beneficial owner, you may not vote your shares electronically at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
Can I change my vote or revoke my proxy?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may revoke your proxy or change your proxy instructions at any time before your proxy is voted at the Annual Meeting by:
entering a new vote by Internet or telephone;
signing and returning a new proxy card with a later date;
delivering a written notice of revocation to our Corporate Secretary prior to the Annual Meeting; or
attending the Annual Meeting and voting electronically.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board of Directors. John W. Hanna and Keith Kennedy have been designated as proxy holders by our Board of Directors. When a proxy is properly dated, executed and returned, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.
What if I do not specify how my shares are to be voted?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:
FOR the election of each of the directors nominated by our Board of Directors and named in this proxy statement to serve for a one-year term (Proposal No. 1);
FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal No. 2);
FOR the approval of the compensation paid to our named executive officers as disclosed in this proxy statement (Proposal No. 3);
FOR "ONE YEAR" (annual vote) regarding the frequency of future advisory votes on the compensation of our named executive officers (Proposal No. 4);
FOR the approval of an amendment to our 2024 Equity Incentive Plan (Proposal No. 5) to increase the available shares reserved thereunder; and
In the discretion of the named proxy holders regarding any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a beneficial owner and you do not provide your broker, bank or other nominee that holds your shares with voting instructions, then your broker, bank or other nominee will determine if it has discretion to vote on each matter. Brokers do not have discretion to vote on non-routine matters.
Proposal No. 1 (election of directors), Proposal No. 3 (approval of the compensation of our named executive officers), Proposal No. 4 (approval of the frequency of advisory votes on executive compensation) and Proposal No. 5 (approval of an amendment to our 2024 Equity Incentive Plan to increase the available shares reserved thereunder) are non-routine matters, while Proposal No. 2 (ratification of appointment of independent registered public accounting firm) is a routine matter. As a result, if you do not provide voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee may not vote your shares with respect to Proposal No. 1, Proposal No. 3, or Proposal No. 4, or Proposal No. 5, which would result in a "broker non-vote," but may, in its discretion, vote your shares with respect to Proposal No. 2. For additional information regarding broker non-votes, see "What are the effects of abstentions and broker non-votes?" below.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws (the "Bylaws") and Delaware law. A majority of the shares of common stock outstanding and entitled to vote, at the Annual Meeting or by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. As noted above, as of the Record Date, there were a total of 51,547,801 shares of common stock outstanding, which means that 25,773,901 shares of common stock must be represented virtually or by proxy at the Annual Meeting to have a quorum. If there is no quorum, either the chairman or chairwoman of the meeting or a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.
What are the effects of abstentions and broker non-votes?
An abstention represents a stockholder's affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card or vote over the Internet or by telephone that such stockholder wishes to abstain from voting such stockholder's shares, or if a broker, bank or other nominee holding its customers' shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting (e.g., Proposal No. 2, Proposal No. 3, and Proposal No. 5). However, abstentions will have no impact on the outcome of Proposal No. 1 and No. 5 because they are not considered votes cast for such purposes.
A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the beneficial owner of the shares. Broker non-votes are not considered votes cast or entitled to vote on a proposal and therefore will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not have any effect on the results of Proposals Nos. 1 through 4.
How many votes are needed for approval of each proposal and how are votes counted?
Proposal No. 1: We have a majority voting standard for uncontested elections of directors, which means that to be elected, a director nominee must receive a majority of the votes cast, i.e. the number of shares voted FOR a director nominee must exceed the votes cast AGAINST that nominee. You may (i) vote FOR each of the nominees, (ii) WITHHOLD your vote as to each of the nominees, or (iii) vote FOR each of the nominees except for those specific nominees from whom you WITHHOLD your vote. Abstentions and broker non-votes will have no impact on this proposal as they are not considered votes cast for the foregoing purpose and will not be counted as a FOR or AGAINST vote for this proposal. If you WITHHOLD your vote as to all nominees, you will be deemed to have abstained from voting on Proposal No. 1, and such abstention will have no effect on the outcome of the proposal.
Proposal No. 2: The ratification of the appointment of Deloitte & Touche LLP requires an affirmative vote of a majority of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal No. 2, the abstention will have the same effect as a vote AGAINST the proposal.
Proposal No. 3: The approval, on an advisory basis, of the compensation of our named executive officers requires an affirmative vote of a majority of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal No. 3, the abstention will have the same effect as a vote AGAINST the proposal. As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation and Human Capital Committee will consider the outcome of the vote when making future compensation decisions for our named executive officers.
Proposal No. 4: The approval, on an advisory basis, of the frequency of advisory votes on the compensation of our named executive officers will be determined by a plurality vote of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. The option receiving the highest number of affirmative votes will be determined to be the preferred frequency. You may vote for "ONE YEAR," "TWO YEARS," or "THREE YEARS", or you may ABSTAIN. If you ABSTAIN from voting on Proposal No. 4, the abstention will have no effect on the outcome of the proposal. As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation and Human Capital Committee will consider the choice that receives the most votes in making future decisions regarding the frequency of future votes on the compensation program for our named executive officers.
Proposal No. 5: The approval of an amendment to our 2024 Equity Incentive Plan to increase the available shares reserved thereunder requires an affirmative vote of a majority of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal No. 5, the abstention will have the same effect as a vote AGAINST the proposal.
How are proxies solicited for the Annual Meeting and who is paying for such solicitation?
Our Board of Directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We have retained Innisfree M&A Incorporated to help us solicit proxies. We will pay Innisfree M&A Incorporated $25,000 plus reasonable expenses for its services.
If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.
Why did I receive the Notice instead of a full set of proxy materials?
In accordance with the rules of the Securities and Exchange Commission (the "SEC"), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. Stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.
What does it mean if I received more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.
Who will count the votes?
The votes will be counted, tabulated and certified by Broadridge Financial Solutions, Inc.
Is my vote confidential?
Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed either within CareDx or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
Do CareDx's executive officers and directors have an interest in any of the matters to be acted upon at the Annual Meeting?
Dr. Cohen, Mr. Riggsbee, Mr. Gunasekaran, Mr. Goldberg and Mr. Hanna each have an interest in Proposal No. 1 (election of directors), as each nominee is currently a member of our Board of Directors. Members of our Board of Directors and our executive officers do not have any interest in Proposal No. 2 (ratification of appointment of independent registered public accounting firm). Our executive officers have an interest in Proposal No. 3 (approval of the compensation of our named executive officers), as compensation for our current and former executive officers is subject to this vote. Additionally, our executive officers have an interest in Proposal No. 4 (approval of the frequency of advisory votes on executive compensation), as the outcome of this vote impacts how frequently we will conduct advisory votes on executive compensation. Members of our Board of Directors and our executive officers have an interest in Proposal No. 5 (approval of an amendment to our 2024 Equity Incentive Plan to increase the available shares reserved thereunder), as each would be eligible to receive equity awards under the plan.
Will members of the Board of Directors attend the Annual Meeting?
We encourage, but do not require, the members of our Board of Directors to attend the Annual Meeting. Those who do attend will be available to answer appropriate questions from stockholders.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We are sending only one annual report and proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This practice, known as "householding," reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year's proxy materials and annual report, you may contact us as follows:
CareDx, Inc.
Attention: Corporate Secretary 8000 Marina Boulevard, 4th Floor Brisbane, CA 94005
(415) 287-2300
Stockholders who hold shares in street name may contact their broker, bank or other nominee to request information about householding.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K ("Form 8-K") that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us by such date, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.
What is the deadline to propose actions for consideration at next year's annual meeting of stockholders or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2027 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later than December 30, 2026. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
CareDx, Inc.
Attention: Corporate Secretary 8000 Marina Boulevard, 4th Floor Brisbane, CA 94005
Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that the only business that may be conducted at an annual meeting is business that is brought (i) pursuant to our proxy materials with respect to the annual meeting specified in the notice of meeting (or any supplement thereto), (ii) by or at the direction of our Board of Directors, or
(iii) properly before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our Bylaws.
To be timely for our 2027 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:
not earlier than February 13, 2027; and
not later than March 15, 2027.
In the event that we hold our 2027 annual meeting of stockholders more than 30 days before or after the first anniversary of the date of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two dates:
the 90th day prior to such annual meeting; or
the 10th day following the day on which public announcement of the date of such annual meeting is first made.
If a stockholder who has notified us of such stockholder's intention to present a proposal at an annual meeting does not appear to present such stockholder's proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
In addition, pursuant to Rule 14a-19 of the Exchange Act ("Rule 14a-19"), the SEC's universal proxy rule, notices of a solicitation of proxies in support of director nominees other than our own nominees must be postmarked or electronically submitted no later than April 12, 2027, and each nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other things, that such notice include a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If, however, the date of the 2027 annual meeting of stockholders is more than 30 days before or after June 11, 2027, then the Rule 14a-19 deadline shall be the later of 60 calendar days prior to the date of the 2027 annual meeting of stockholders or the 10th calendar day following the day on which we first make a public announcement of the date of our 2027 annual meeting of stockholders. A nomination that does not comply with the requirements set forth in the Certificate of Incorporation and Bylaws will not be considered for presentation at the annual meeting. We intend to file our proxy statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2027 annual meeting of stockholders.
Nomination of Director Candidates
You may propose director candidates for consideration by our Governance and Nominating Committee. Any such recommendations should include the nominee's name and qualifications for membership on our Board of Directors and should be directed to our Corporate Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see "Board of Directors and Corporate Governance - Stockholder Recommendations for Nominations to the Board of Directors."
In addition, our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. The stockholder must also give timely notice to our Corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described above under "Stockholder Proposals" for stockholder proposals that are not intended to be included in a proxy statement.
Availability of Bylaws
A copy of our Bylaws may be obtained by accessing our public filings on the SEC's website at https://www.sec.gov. You may also contact our Corporate Secretary at our principal executive office for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
Proposal No. 1
Our Board of Directors is currently composed of ten members. In accordance with our amended and restated certificate of incorporation (the "Certificate of Incorporation"), our Board of Directors is currently divided into three classes with staggered three-year terms. At the Annual Meeting, three Class II directors and two Class III directors will be elected for a one-year term to succeed the same classes whose term is then expiring. Following the Annual Meeting, our Board of Directors will be composed of eight members.
Each director's term continues until the election and qualification of such director's successor, or such director's earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. The current classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company. However, our Certificate of Incorporation provides for the gradual elimination of the classification of our Board of Directors and provides for the annual election of all directors beginning at our 2027 annual meeting of stockholders.
Peter Maag, Ph.D. and Arthur A. Torres are not standing for re-election at the Annual Meeting and therefore, effective as of immediately following the Annual Meeting, the number of authorized directors on our Board of Directors will be decreased to eight. The Board of Directors thanks Dr. Maag for his more than thirteen years of service to CareDx and his invaluable contributions to the Board of Directors. The Board of Directors also thanks Mr. Torres for his more than four years of service to CareDx and his invaluable contributions to the Board of Directors.
Nominees
Our Governance and Nominating Committee has recommended, and our Board of Directors has approved, Fred E. Cohen, M.D.,
D. Phil, R. Bryan Riggsbee and Suresh Gunasekaran as nominees for election as Class II directors, and Michael D. Goldberg and John W. Hanna as nominees for election as Class III directors, at the Annual Meeting. If elected, each nominee will serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Each of the nominees is currently a director of our company. For information concerning the nominees, please see the section titled "Board of Directors and Corporate Governance."
If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the re-election of Dr. Cohen, Mr. Riggsbee, Mr. Gunasekaran, Mr. Goldberg and Mr. Hanna. We expect that each nominee will each accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board of Directors to fill such vacancy. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter.
Vote Required; Board Recommendation
The election of directors requires the affirmative vote of a majority of the votes cast by stockholders present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on this proposal.
Our Board of Directors recommends a vote "FOR" the election of each of the five directors nominated by our Board of Directors and named in this Proxy Statement to serve for a one-year term.
Our business affairs are managed under the direction of our Board of Directors, which is currently composed of 10 members. As noted above, our Certificate of Incorporation provides for the gradual elimination of the classification of our Board of Directors and provides for the annual election of all directors beginning at our 2027 annual meeting of stockholders. Consistent with this, at the Annual Meeting, five directors will be elected for a one-year term.
The following table sets forth the name, age as of April 15, 2026 and certain other information of each of our directors:
Directors with Terms Expiring at the Annual Meeting
Class
Age
Position
Director Since
Current Term Expires
Expiration of Term For Which Nominated
Director Nominees
Fred E. Cohen, M.D., D. Phil(4)
II
69
Director
2003
2026
2027
R. Bryan Riggsbee(2)
II
55
Director
2024
2026
2027
Suresh Gunasekaran
II
50
Director
2025
2026
2027
Michael D. Goldberg III 68 Chairman of the Board of Directors
2011 2026 2027
John W. Hanna
III
46
Director
2024
2026
2027
Departing Directors
Peter Maag, Ph.D.(4)
III
59
Director
2012
2026
-
Arthur A. Torres(3)
III
79
Director
2021
2026
-
Continuing Directors
George W. Bickerstaff, III(1)(2)(3)
I
70
Director
2014
2027
-
Christine M. Cournoyer(1)(2)
I
74
Director
2019
2027
-
Hannah A. Valantine, M.D.(3)(4)
I
74
Director
2021
2027
-
Member of our Compensation and Human Capital Committee
Member of our Audit and Finance Committee
Member of our Governance and Nominating Committee
Member of our Technology and Innovation Committee
Director Nominees with Terms Expiring at the Annual Meeting
Fred E. Cohen, M.D., D. Phil
Independent Director
Age: 69
Independent Director since: 2014
Committees:
Technology and Innovation Committee
Professional Experience
Founder & Chairman, Monograph Capital Partners (2021 - Present)
Founder & Senior Managing Director, Vida Ventures (2017 - Present)
Senior Advisor & Retired Partner, TPG (2001 - Present)
Professor (Cellular and Molecular Pharmacology), University of California, San Francisco (UCSF) (1988 - 2016)
Key Skills & Qualifications
Relevant Industry Experience: Dr. Cohen's thought leadership in biotechnology as an elected member of the National Academy of Medicine of the National Academy of Sciences and fellow of the American College of Physicians, among other organizations, and experience as Professor of Cellular and Molecular Pharmacology at UCSF, is an asset to the Board in assessing the firm's strategy.
Investment, Finance or Accounting Experience: As founder and Senior Managing Director of Vida Ventures and as a Partner and more recently a Senior Advisor at TPG, Dr. Cohen is well-versed in investment and financial matters specific to biotechnology companies.
Public Company Board or Governance Experience: Dr. Cohen has served on multiple public boards and committees including most recently at Progyny, Intellia Therapeutics and Urogen Pharma.
Other Boards
Director, Kyverna Therapeutics (2020 - Present)
Director, Progyny (Nasdaq: PGNY) (2019 - 2025)
Director, Intellia Therapeutics (Nasdaq: NTLA) (2019 - Present)
Director, Urogen Pharma (Nasdaq: URGN) (2017 - 2024)
Director, Novotech (2017 - Present)
Director, Tandem Diabetes (Nasdaq: TNDM) (2013 - 2019)
Director, Biocryst (Nasdaq: BCRX) (2013 - 2019)
Director, Five Prime Therapeutics (Nasdaq: FPRX) (2013 - 2018)
Director, Veracyte (Nasdaq: VCYT) (2013 - 2019)
Director, Roka Biosciences (Nasdaq: ROKA) (2014 - 2017)
Director, Quintiles (NYSE: Q) (merged with IQVIA Holdings) (2013 - 2015)
Director, Genomic Health (Nasdaq: GHDX) (acquired by Exact Sciences) (2005 - 2019)
Director, Matrix Laboratories (2004 - 2009)
Current Organizations
Member, American Academy of Arts and Sciences
Fellow, National Academy of Medicine
Fellow, American Medical Informatics Association
Previous Organizations
Trustee, Autistica
Fellow, American College of Physicians
Member, Association of American Physicians
Fellow, Western Association of Physicians
Member, American Society for Clinical Investigation
Education
Ph.D., Oxford University
M.D., Stanford University
B.S., Yale University
R. Bryan Riggsbee
Independent Director
Age: 55
Independent Director since: 2024
Committees:
Audit & Finance Committee (Chairman)
Professional Experience
Senior Vice President, CFO - Neogen Corporation (Nasdaq: NEOG) (2025-present)
Independent Director, Member of the Audit Committee, Member of the Remuneration Committee -Immunovia AB (2025 - present)
Senior Vice President, CFO - North America, BioMerieux (2025)
CFO, Myriad Genetics (Nasdaq: MYGN) (2014 - 2024)
Interim President and CEO, Myriad Genetics (Nasdaq: MYGN) (2020)
Senior Vice President, Corporate Finance, Laboratory Corporation of America (LabCorp) (NYSE: LH) (2004-2014)
Key Skills & Qualifications
Financial Planning and Analysis
Strategic Planning
Risk Management
Compliance and Regulatory Standards
Treasury
Certified Public Accountant licensed in the state of North Carolina
Current Organizations
Neogen Corporation
Previous Organizations
BioMerieux
Myriad Genetics
Laboratory Corporation of America (LabCorp)
General Electric
KPMG
Education
M.B.A., Northwestern University
B.A. (Political Science), University of North Carolina at Chapel Hill
B.A. (Accounting), North Carolina State University
Suresh Gunasekaran
Independent Director
Age: 50
Independent Director since 2025
Professional Experience
President and CEO, UCSF Health (2022 - Present)
CEO and the Associate Vice President, University of Iowa Hospitals & Clinics (2018 - 2022)
Senior Executive Officer, Southwestern Health Resources Population Health Services Company (2017 - 2018)
Associate Vice President, Health System Affairs & CIO, Southwestern Medical Center (2004 - 2014)
Chief Operations Officer, UT Southwestern Medical Center (2015 - 2018)
Key Skills & Qualifications
Relevant Industry Experience: Mr. Gunasekaran brings more than 20 years of executive leadership experience in healthcare administration and information technology, including as President and Chief Executive Officer of UCSF Health and previously as Chief Executive Officer of University of Iowa Hospitals & Clinics. His track record leading large, complex academic medical centers-along with prior roles as Chief Information Officer and Chief Operations Officer at UT Southwestern and leadership experience at Vanderbilt Children's Hospital-provides the Board with valuable perspective on healthcare delivery, operational excellence, technology-enabled innovation, and growth strategy.
Current Organization
CEO, UCSF Health
Previous Organizations
University of Iowa Hospitals & Clinics
Southwestern Health Resources Population Health Services Company
Southwestern Medical Center
Education
M.B.A., Southern Methodist University
Michael Goldberg
Chairman of the Board of Directors
Age: 68
Independent Director since 2011
Professional Experience
Partner, Mohr Davidow Ventures (2005 - 2011)
Founder & CEO, Axion (1987 - 1995) (acquired by Bristol-Myers Squibb, NYSE: BMS)
Partner, Sevin Rosen Management Company (1985 - 1987)
Director (Corporate Development), Cetus Corporation (1981 - 1985)
Key Skills & Qualifications
Relevant Industry Knowledge: Mr. Goldberg has a track record of leadership in healthcare, as the former CEO of Axion and a founding and a former Board member of the California Institute for Regenerative Medicine. Mr. Goldberg is also a former director of Cetus Corporation, which developed the foundational PCR technology for precision medicine.
Public Company Board or Governance Experience: As a director at multiple public companies, Mr. Goldberg has extensive experience working with management teams and Board members on business matters and governance policies.
Business and Operations Leadership Experience: Mr. Goldberg's experience as founder and CEO of Axion, as well as Executive Chair at DNAnexus and Senior Executive and Venture Capital Investor with numerous companies in the Life Sciences industry, helps the Board develop and oversee our operations and business strategy.
Other Boards
Executive Chairman & Director, DNAnexus (2013 - Present)
Chairman, YorLabs (2018 - Present)
Chairman, iRhythm Technologies (Nasdaq: IRTC) (2007 - 2010)
Chairman, Crescendo Biosciences (2007 - 2010) (acquired by Myriad Genetics, Nasdaq: MYGN)
Director, eHealth (Nasdaq: EHTH) (1999 - 2021)
Director, Genomic Health (acquired by Exact Sciences, Nasdaq: EXAS) (2001 - 2007)
Previous Organizations
Founding Board Member, California Institute for Regenerative Medicine
Board Member, Western Association of Venture Capitalists
Advisory Board Member, Harvard Center for Genetics and Genomics
Advisory Board Member, Berkeley Center for Law and Technology
Advisory Board Member, UCSF Center for Translational and Policy Research on Personalized Medicine
Advisory Board Member, Stanford Distinguished Careers Institute
Trustee, National Childhood Cancer Foundation
Education
M.B.A., Stanford Graduate School of Business
B.A., Brandeis University
John W. Hanna
Director, President and Chief Executive Officer of CareDx
Age: 46
Director since 2024
Professional Experience
President and Chief Executive Officer, CareDx, Inc. (2024 - Present)
Vice President, Corporate Development (Pacific Biosciences of California, Inc. (2023 - 2024)
CEO, Apton Biosystem, Inc. (2021 - 2023)
Chief Commercial Officer, Veracyte, Inc. (2011 - 2021)
Key Skills & Qualifications
Relevant Industry Knowledge: Mr. Hanna has over two decades of experience in the molecular diagnostics and life sciences tools industries.
Business and Operations Leadership Experience: Mr. Hanna previously served as CEO of Apton Biosystems, Inc. where he led the development of a high throughput next-generation sequencing (NGS) platform for liquid biopsy and other clinical applications. The company was acquired by Pacific Biosciences of California, Inc. in August 2023, where he served as Vice President of Corporate Development. Mr. Hanna previously spent ten years at Veracyte, Inc., an oncology diagnostics company in the fields of thyroid, lung, breast, and prostate cancer, where he held numerous roles including Chief Commercial Office and Vice President of Marketing. Prior to Veracyte, Mr. Hanna held leadership roles at Humana and IBM.
Current Organization
CareDx, Inc.
Previous Organizations
Pacific Biosciences of California, Inc.
Apton Biosystem, Inc.
Veracyte, Inc.
Education
M.B.A., University of Miami
B.S. (Political Science), Hampden Sydney College
Continuing Directors
George W. Bickerstaff, III
Independent Director
Age: 70
Independent Director since 2014
Committees:
Audit & Finance Committee
Governance & Nominating Committee
Compensation & Human Capital Committee
Professional Experience
Partner & MD, M.M. Dillon & Co. (2005 - Present)
CFO, Novartis Pharma AG (2000 - 2005)
EVP & CFO, Workspace (1999 - 2000)
EVP & CFO, Uniscribe Professional Services (1998 - 1999)
EVP & CFO, Intellisource Group (1998)
Vice President (Finance), Cognizant (1997)
CFO, IMS Health (1990 - 1997)
Senior Vice President (Finance), Dun & Bradstreet (NYSE: DNB) (1985 - 1989)
Auditor & Engineer, General Electric (1978 - 1984)
Key Skills & Qualifications
Mr. Bickerstaff was selected to serve on the Board based on his extensive experience in financial leadership, healthcare operations, and public company governance. He has served as Chief Financial Officer for multiple global healthcare and life sciences organizations and has significant expertise in financial reporting, capital markets, mergers and acquisitions, and risk management. Mr. Bickerstaff also brings substantial experience in public company board service, including audit, finance, and governance oversight at publicly traded biotechnology and healthcare companies.
The Board believes his background provides valuable perspective in overseeing financial integrity, strategic transactions, and regulatory risk.
Other Boards
Director, InCarda Therapeutics (2020 - 2023)
Director, Innoviva (Nasdaq: INVA) (2017 - 2023)
Director, RoosterBio (2017 - 2020)
Chairman, Optical Academy (2017 - 2019)
Independent Chairman, Cardax (2016 - 2021)
Director, Aegis Health Analytics (2014 - 2016)
Director, Sio Gene Therapies (Nasdaq: SIOX) (2018 - 2020)
Director, Inovio Pharmaceuticals (Nasdaq: INO) (2017 - 2018)
Director, Ariad Pharmaceuticals (Nasdaq: ARIA) (2016 - 2017)
Director, Viventia Bio Inc. (2015 - 2017)
Director, Cyclica Inc. (2010 - 2014)
Director, BMP Sunstone (Nasdaq: BJGP) (2008 - 2009)
Director, Vion Pharmaceuticals (Nasdaq: VION) (2005 - 2008)
Director, Amazys Holding (2005 - 2006)
Current Organizations
Founding Member, The Global Leaders
Chairman, International Vaccine Institute
Previous Organizations
Vice Chairman, International Centre for Missing & Exploited Children
Chairman, Global Oncology
Director, Center for Disease Dynamics, Economics & Policy Inc.
Director, Gavi, the Vaccine Alliance
Education
B.S., Rutgers University
B.A., Rutgers University
Christine M. Cournoyer
Independent Director
Age: 74
Independent Director since 2019
Committees:
Audit & Finance
Compensation & Human Capital (Chairwoman)
Professional Experience
Chairman & CEO, N-of-One (2012 - 2019)
Vice President (Clinical Analytics), Optum (part of UnitedHealth Group) (2010 - 2011)
President & COO, Picis (acquired by UnitedHealth Group) (2006 - 2010)
Managing Director (Solutions), Harte-Hanks (2005 - 2006)
CIO & Division Vice President, IBM (NYSE: IBM) (1995 - 2002)
SVP, CIO, Lotus Development (1994 - 1995)
Key Skills & Qualifications
Relevant Industry Knowledge: Ms. Cournoyer has extensive experience as an executive in the life sciences industry and healthcare technology, including at N-of-One, Optum and Picis.
M&A or Corporate Development Experience: Ms. Cournoyer has led or contributed to two transformative M&A transactions - while CEO at N-of-One, Ms. Cournoyer led the strategic sales process and successful sale to QIAGEN, and while at Picis, she contributed to Picis' sale to UnitedHealth Group in an executive capacity.
Investment, Finance or Accounting Experience: Ms. Cournoyer managed P&L, raised capital and managed cash operations for different organizations including N-of-One, Picis and IBM, among others.
Risk Management: As a former CIO, Ms. Cournoyer has a deep understanding of IT controls and cyber security.
Other Boards
Chairman, Spok Holdings (Nasdaq: SPOK) (2022 - Present)
Director, Emerson Hospital (2012 - 2018)
Director, BJ's Wholesale Club (NYSE: BJ) (2008 - 2011)
Director, GTEC (2003 - 2006)
Director, Lightbridge (Nasdaq: LTBR) (2002 - 2003)
Director, Stride Rite (Nasdaq: LRN) (2001 - 2007)
Current Organizations
Editorial Board Member, Clinical OMICs
Board of Advisors, Manning School of Business
Member, Madam Chair
Education
M.A., Northeastern University
B.S., University of Massachusetts Lowell
Hannah A. Valantine, M.D.
Independent Director
Age: 74
Independent Director since 2021
Committees:
Governance & Nominating Committee
Technology and Innovation Committee (Chairwoman)
Professional Experience
Professor of Medicine, Stanford School of Medicine (2000 - Present)
Chief Officer (Scientific Workforce Diversity), National Institutes of Health (2014 - 2020)
Senior Associate Dean for Diversity and Leadership, Stanford School of Medicine (2005 - 2014)
Assistant Professor of Medicine, Stanford School of Medicine (1987 - 2000)
Registrar, Hammersmith Hospitals NHS Trust
Key Skills & Qualifications
Relevant Industry Knowledge: Dr. Valantine has more than thirty-five years of expertise in transplant medicine. She is an international leader in the development and application of genomic-based diagnostics for acute rejection, having led the first ever randomized controlled trial of gene-expression profiling published in the New England Journal of Medicine, setting the stage for FDA approval. She further advanced the field by publishing the first application of donor-derived cell-free DNA as a sensitive and specific biomarker for heart transplant rejection, an approach that has become widely adopted across all other solid organ transplants. Her pioneering work across several platforms has enabled the advancement of a multi-modality approach to molecular diagnostics services.
ESG: Dr. Valantine's experience in ESG matters spans more than two decades. She is nationally recognized for her transformative approaches to enhancing both gender and racial diversity among faculty. As the inaugural Senior Associate Dean for Diversity and Leadership at Stanford University School of Medicine, and then as the inaugural NIH Chief Officer for scientific workforce diversity, she has built and disseminated successful national programs to ensure both workforce diversity and health equity across the NIH research ecosystem.
Other Boards
Director, BridgeBio Pharma (Nasdaq: BBIO) (2021 - Present)
Director, Pacific Biosciences (Nasdaq: PACB) (2021 - Present)
Current Organizations
Founder & Principal, HAV
Member, National Academy of Medicine
Member, Stanford Cardiovascular Institute
Previous Organizations
President (Western State Affiliation), American Heart Association
Education
M.D., London University
Fellowship, Stanford University
M.B.B.S., London University
Non-Continuing Directors
Peter K. Maag, Ph.D.
Independent Director
Age: 59
Independent Director since 2024
Committees:
Technology and Innovation Committee
Professional Experience
CEO, Kyverna Therapeutics (Nasdaq: KYTX) (2022 - 2024)
Executive Chairman, CareDx (Nasdaq: CDNA) (2020 - 2021)
CEO & President, CareDx (Nasdaq: CDNA) (2012 - 2020)
Division President, Novartis Diagnostics AG (NYSE: NVS) (2009 - 2012)
CEO & Country President, Novartis AG, Germany (NYSE: NVS) (2006 - 2008)
CEO & Country President, Novartis AG, Korea (2003 - 2005)
Head of Division (Franchise Infectious Diseases), Novartis AG (2002 - 2003)
Head of Strategy (Pharma Division), Novartis AG (2001 - 2002)
Associate Principal, McKinsey & Company (1994 - 2001)
Key Skills & Qualifications
Business and Operations Leadership Experience: Dr. Maag's 20+ years of executive management experience in the pharmaceutical and diagnostic industry including as former CEO of CareDx and as President of Diagnostics qualify him to advise the Board on matters specific to CareDx's business and strategy.
Risk Management: Dr. Maag has deep expertise in risk management as he has served as a director of multiple healthcare companies, including Novartis, MiroMatrix Medical, and as the former Chairman and CEO of CareDx.
M&A or Corporate Development Experience: Dr. Maag served in positions at Novartis Pharma and Novartis Diagnostics including as Head of Strategy where he was instrumental in the global growth of the organization. During his tenure at CareDx, he has led multiple acquisitions and financial transactions.
Other Boards
Director, Kyverna Therapeutics (2022 - 2024)
Director, MiroMatrix Medical (2021 - 2023), MiroMatrix was acquired by United Therapeutics (Nasdaq: UTHR) in December 2023
Director, Phoenix Pharmahandel (2012 - Present)
Director, MolecularMD (2012 - 2020)
Director, Chiron France (2009 - 2012)
Director, Novartis AG, Germany (2006 - 2008)
Director, Zuellig Pharma (2003 - 2005)
Director, Novartis, Korea (2003 - 2005)
Current Organizations
Director, Personalized Medicine Coalition
Director, BluLake Ventures LLC
Education
Ph.D., University of Berlin
MSc, University of Heidelberg, University of London
Arthur A. Torres
Independent Director
Age: 79
Independent Director since 2021
Committees:
Governance & Nominating Committee (Chairman)
Professional Experience
Regent Emeritus University of California Board of Regents
Vice Chair Emeritus, California Institute for Regenerative Medicine
Director, San Francisco Municipal Transportation Agency (2017 - 2020)
President & Member, San Francisco Public Utilities Commission (2010 - 2014)
Member Covered California Board of Directors
Chairman, California Democratic Party (1996 - 2009)
Senator, California State Senate (1982 - 1994)
Chair, California Senate Insurance Committee
Chair, California Senate Toxics Committee
Assembly Member, California State Assembly ( 1974 - 1982)
Chair, California Assembly Health Committee (1978 - 1994)
Key Skills & Qualifications
Regulatory and Legal Experience: Mr. Torres' extensive career in politics and government and background in law qualifies him to advise on regulatory and legal matters.
Relevant Industry Knowledge: As Chair of the California Assembly Health Committee and California Senate Insurance Committee and the Vice Chair of One Legacy, an organ transplant foundation, Mr. Torres has the experience necessary to set strategy for our organization.
ESG: During his tenure in the California state legislature, Mr. Torres worked to provide a voice for his constituents as co-author of the California Clean Water Act and consultant on immigration reform, among other initiatives.
Current Organization
Lifeguard Health Networks, Member, Board of Directors
PFM, Board Member, Member Audit Committee
Previous Organizations
Vice Chair Emeritus, California Institute for Regenerative Medicine
Vice Chair, Emeritus, One Legacy, an Organ Transplant Foundation
Alumni Regent & President Emeritus, University of California Alumni Association
Alumni Regent Emeritus, University of California
Board Member Emeritus, Covered California
Fellow, German Marshal Fund
JFK Teaching Fellow, Harvard University
Visiting Professor, University of San Francisco School of Nursing
Education
J.D., University of California Davis School of Law
B.A. (Government), University of California Santa Cruz
Considerations in Evaluating Director Nominees
Our Governance and Nominating Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Governance and Nominating Committee will consider the composition of our Board of Directors, including, without limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business and other commitments. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Our Governance and Nominating Committee requires the following minimum qualifications to be satisfied by any nominee for a position on our Board of Directors: (i) the highest personal and professional ethics and integrity, (ii) proven achievement and competence in the nominee's field and the ability to exercise sound business judgment, (iii) skills that are complementary to those of the existing Board of Directors, (iv) the ability to assist and support management and make significant contributions to our success, and (v) an understanding of the fiduciary responsibilities that are required of a member of our Board of Directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Governance and Nominating Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders' best interests.
Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our Board of Directors should be a diverse body in terms of experiences and backgrounds, and our Governance and Nominating Committee considers a broad range of factors in identifying new nominees. In determining nominations of directors, our Governance and Nominating Committee may take into account the benefits of varying viewpoints, industry experience, academic experience, and educational backgrounds. Our Governance and Nominating Committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our Governance and Nominating Committee recommends to our full Board of Directors the director nominees for selection.
Director Independence
Our common stock is listed on the Nasdaq Global Market. Under the rules of The Nasdaq Stock Market LLC (the "Nasdaq Rules"), independent directors must comprise a majority of a listed company's Board of Directors. In addition, the Nasdaq Rules require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and corporate governance committees be independent. Under the Nasdaq Rules, a director will only qualify as an "independent director" if, in the opinion of the listed company's Board of Directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Audit and Finance Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and the Nasdaq Rules. In addition, Compensation and Human Capital Committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and the Nasdaq Rules.
Our Board of Directors has undertaken a review of the independence of each director and considered whether such director has a material relationship with us that could compromise the director's ability to exercise independent judgment in carrying out the director's responsibilities. As a result of this review, our Board of Directors has determined that Mr. Goldberg, Mr. Bickerstaff, Dr. Cohen, Dr. Maag, Ms. Cournoyer, Mr. Gunasekaran, Mr. Riggsbee, Senator Torres and Dr. Valantine are "independent directors" as defined under the applicable rules and regulations of the SEC and the Nasdaq Rules. Accordingly, all of the members, including the chairman or chairwoman, of each of the Audit and Finance Committee, the Compensation and Human Capital Committee, and the Governance and Nominating Committee are independent directors.
Board Leadership Structure
Our Board of Directors has an independent Chairman, Mr. Goldberg, and we believe that having independent leadership is an important component of our governance structure. Our independent Chairman has authority, among other things, to preside over Board of Directors meetings, including meetings of the independent directors, and to call special meetings of our Board of Directors. Accordingly, the independent Chairman has substantial ability to shape the work of our Board of Directors. We currently believe that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of our Board of Directors to monitor whether management's actions are in the best interests of our Company and our stockholders.
In addition, we believe that separation of the roles of Chairman and Chief Executive Officer enhances the accountability of our Chief Executive Officer to our Board of Directors and encourages balanced decision making. While our Chief Executive Officer is responsible for our day-to-day leadership and operations, our independent Chairman provides guidance to our Board of Directors and sets the agenda for the meetings of the Board of Directors.
However, no single leadership model is right for all companies and at all times. Our Board of Directors recognizes that, depending on the circumstances, other leadership models, such as combining the role of Chairman with the role of Chief Executive Officer, might be appropriate. Accordingly, our Board of Directors periodically reviews its leadership structure and will continue to evaluate and implement the leadership structure that it concludes most effectively supports our Board of Directors in fulfilling its responsibilities.
Board Diversity of Skills and Expertise
The Board of Directors believes its current composition provides an appropriate balance of industry expertise, financial experience, and operational leadership, enabling effective oversight of the Company's strategy, risk management, and long-term value creation.
Gunasekaran
The following is an overview of the collective experiences, qualifications and attributes of our Board of Directors. Please see the sections titled "Directors with Terms Expiring at the Annual Meeting-Nominees for Director" and "Continuing Directors" for individual details regarding the experience and expertise of each of our directors.
10 of 10
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Relevant Industry Knowledge
Board
Composition
Director Skills /
Qualifications
Goldberg
Bickerstaff
Cohen
Cournoyer
Hanna
Maag
Riggsbee
Torres
Valantine
Business and Operations Leadership Experience
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ 8 of 10
Investment, Finance or Accounting
Experience
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9 of 10
Public Company Board or Governance Experience
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ 9 of 10
Risk Management ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ 8 of 10
M&A or Corporate Development Experience
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ 8 of 10
Regulatory and Legal Experience ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ 9 of 10
Female ⚫ ⚫ 2 of 10
Independent ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ 9 of 10
Legal Proceedings with Directors
There are no legal proceedings related to any of the directors or director nominees that require disclosure pursuant to Items 103 or 401(f) of Regulation S-K.
Agreements with Directors
None of the directors or nominees for director was selected pursuant to any arrangement or understanding, other than compensation arrangements in the ordinary course of business.
Board and Committee Meetings
During fiscal year 2025, our Board of Directors held six meetings (including regularly scheduled and special meetings), and took action by written consent. Each director attended at least 97% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she served as a director, and (ii) the total number of meetings held by the Audit and Finance Committee, Compensation and Human Capital Committee, and Governance and Nomination Committee of our Board of Directors on which he or she served during the periods that he or she served.
It is the policy of our Board of Directors to regularly have separate meeting times for independent directors without management. Although we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend.
Our Board of Directors has four standing committees: the Audit and Finance Committee, the Compensation and Human Capital Committee, the Governance and Nominating Committee and the Technology and Innovation Committee. The composition and responsibilities of each of the committees of our Board of Directors following the Annual Meeting are described below. Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors.
Audit and Governance and Finance Committee Nominating Committee
Compensation and Human Capital Committee
Technology and Innovation Committee
George W. Bickerstaff, III
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Fred E. Cohen, M.D., D. Phil
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Christine M. Cournoyer
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C
Michael D. Goldberg
C
Suresh Gunasekaran
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R. Bryan Riggsbee
C
Hannah A. Valantine, M.D.
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C
Committee Member
C Committee Chairman or Chairwoman
Audit and Finance Committee
We have a separately-designated standing audit and finance committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit and Finance Committee is currently comprised of R. Bryan Riggsbee, George W. Bickerstaff, III and Christine M. Cournoyer, each of whom is a non-employee member of our Board of Directors. Mr. Riggsbee has served as the Chairman of our Audit and Finance Committee since his appointment to our Board of Directors in March 2024. Our Board of Directors has determined that each of the members of our Audit and Finance Committee satisfies the requirements for independence and financial literacy under the rules and regulations of the SEC, including Rule 10A-3 under the Exchange Act and the Nasdaq Rules. Our Board of Directors has determined that each of Messrs. Riggsbee, Bickerstaff, and Ms. Cournoyer qualifies as an "audit committee financial expert" as defined by the applicable SEC rules and satisfies the financial sophistication requirements of the Nasdaq Rules. This designation does not impose on Messrs. Riggsbee, Bickerstaff and Ms. Cournoyer any duties, obligations or liabilities that are greater than those generally imposed on them as members of our Audit and Finance Committee and our Board of Directors. Our Audit and Finance Committee is responsible for, among other things:
appointing, compensating and overseeing the work of our independent registered public accounting firm;
reviewing the qualifications, performance and independence of our independent registered public accounting firm;
pre-approving any audit and permissible non-audit services to be performed by our independent registered public accounting firm;
overseeing our internal accounting and financial controls, including procedures for the treatment of complaints on accounting controls, internal accounting controls or auditing matters and procedures for the submission of confidential, anonymous employee comments about questionable accounting or auditing matters;
providing to our Board of Directors such information and materials as it may deem necessary to make our Board of Directors aware of significant financial matters that require the attention of our Board of Directors;
overseeing our financial and treasury policies and strategies, including our cash position, capital structure and strategies, and insurance coverage;
reviewing the terms and conditions of material financing plans and making recommendations to our Board of Directors on such plans;
reviewing our Board of Directors' delegated authority to our officers and related spending and transaction authority guidelines, matrices or policies;
reviewing with our management and independent registered public accounting firm the organization and performance of our internal audit function;
reviewing and discussing with our management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and financial statements included in our publicly filed reports;
reviewing and approving related party transactions;
preparing and providing the report of the Audit and Finance Committee that the SEC requires in our annual proxy statements;
reviewing our guidelines and policies with respect to risk assessment and risk management, including risks relating to our accounting matters, financial reporting, legal and regulatory compliance and general business risks and the steps taken by management to monitor and control these exposures;
assisting with the resolution of any actual or potential conflicts of interest with respect to members of our Board of Directors; and
reviewing and evaluating, at least annually, the performance of the Audit and Finance Committee and its members.
Our Audit and Finance Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq Rules. A copy of the charter of our Audit and Finance Committee is available on our website at https://www.caredx.com in the Corporate Governance section of our Investors webpage. During fiscal year 2025, our Audit and Finance Committee held seven standalone meetings.
Disclaimer
CareDx Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 23:45 UTC.