UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 6, 2025, the Compensation and Human Capital Committee of the Board of Directors (the “Board”) of CareDx, Inc. (the “Company”) adopted amendments to the Company’s outside director compensation policy (as amended, the “Amended Outside Director Compensation Policy”) to, among other things, (i) revise the vesting schedules of the annual nonstatutory stock option and restricted stock unit awards provided to the members of the Board who are not employees of the Company (the “outside directors”) such that the annual awards fully vest upon the day immediately before the first annual meeting of the Company’s stockholders that occurs after the grant date if such date occurs prior to the one year anniversary of the grant date of the awards, in each case, subject to the outside director’s continued service through the applicable vesting date, (ii) remove the additional quarterly retainers previously provided to Michael Goldberg, Chairperson of the Board, for Mr. Goldberg’s additional efforts and services while he served as a member of the Office of the Chief Executive Officer, and (iii) update certain outdated references to the predecessor equity plan.
The foregoing description of the Amended Outside Director Compensation Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended Outside Director Compensation Policy, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | CareDx, Inc. Outside Director Compensation Policy, as amended and restated January 6, 2025. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 8, 2025 | CAREDX, INC. | |||||
| By: | /s/ John Hanna | |||||
| John Hanna | ||||||
| Chief Executive Officer | ||||||
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