CDNA 8-K
CareDx, Inc. (CDNA)
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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, effective as of November 1, 2023, the Board of Directors (the “Board”) of CareDx, Inc. (the “Company”) established an Office of the Chief Executive Officer, comprised of Michael D. Goldberg, Chairperson of the Board, Abhishek Jain, the Company’s Chief Financial Officer, and Alexander L. Johnson, the Company’s President of Patient & Testing Services, to assume the duties of Chief Executive Officer of the Company. On December 21, 2023, after considering the additional efforts and services that have been required, and are expected to continue to be required, of Mr. Goldberg in his capacity as Chairperson of the Board and a member of the Office of the Chief Executive Officer, the Compensation and Human Capital Committee of the Board adopted amendments to the Company’s outside director compensation policy (as amended, the “Amended Outside Director Compensation Policy”) to provide, among other things, that: (i) effective beginning with the quarter ending December 31, 2023, and continuing through the date that is three months after the commencement of employment of a full-time Chief Executive Officer of the Company beginning in or after December 2023, the Chairperson of the Board shall be entitled to receive an additional retainer in the amount of $50,000 per quarter, and (ii) Mr. Goldberg shall be issued a one-time grant of a restricted stock unit award having a grant date fair value of $200,000, rounded down to the nearest whole share, which will be issued on the date in 2024 that the Company first files with the Securities and Exchange Commission a registration statement on Form S-8, and which shall vest on the one year anniversary of the grant date or, if earlier, the date of a Change in Control (as defined in the Company’s 2014 Equity Incentive Plan, as amended). Mr. Goldberg will continue to receive the cash compensation and equity awards otherwise provided for under the Amended Outside Director Compensation Policy in accordance with the terms of the policy.
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, last amended December 21, 2023. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) | |
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: December 22, 2023 | CAREDX, INC. | |||||
| By: | /s/ Abhishek Jain | |||||
| Abhishek Jain | ||||||
| Chief Financial Officer | ||||||
Exhibit 10.1
CAREDX, INC.
OUTSIDE DIRECTOR COMPENSATION POLICY
Most Recently Amended Effective as of December 21, 2023
CareDx, Inc. (the “Company”) believes that the granting of equity and cash compensation to its members of the Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such term in the Company’s 2014 Equity Incentive Plan (the “Plan”), or, as applicable, any Equity Incentive Plan that succeeds the Plan and is adopted by the Company in or after 2024 (the “Successor Plan”). Each Outside Director will be solely responsible for any tax obligations incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives under this Policy.
| 1. | RETAINERS |
BOARD MEMBERSHIP
| Chairperson of Board: |
$ | 80,000 | Annual Retainer | |||||
| Chairperson of Board: |
$ | 50,000 | Additional Quarterly Retainer | 1 | ||||
| Outside Directors (including Chairperson): |
$ | 45,000 | Annual Retainer |
AUDIT & FINANCE COMMITTEE
Annual compensation for Audit & Finance Committee members is as follows:
| Chairperson of Committee: |
$ | 20,000 | Annual Retainer | |||||
| Committee Members (other than Chairperson) |
$ | 10,000 | Annual Retainer |
COMPENSATION & HUMAN CAPITAL COMMITTEE
Annual compensation for the Compensation & Human Capital Committee is as follows:
| Chairperson of Committee: |
$ | 15,000 | Annual Retainer | |||||
| Committee Members (other than Chairperson) |
$ | 7,500 | Annual Retainer |
GOVERNANCE & NOMINATING COMMITTEE
Compensation for the Governance & Nominating Committee is as follows:
| Chairperson of Committee: |
$ | 10,000 | Annual Retainer | |||||
| Committee Members (other than Chairperson): |
$ | 5,000 | Annual Retainer |
SCIENCE & TECHNOLOGY COMMITTEE
Compensation for the Science & Technology Committee is as follows:
| Chairperson of Committee: |
$ | 10,000 | Annual Retainer | |||||
| Committee Members (other than Chairperson): |
$ | 5,000 | Annual Retainer |
| 1 | Additional Quarterly Retainer shall be payable beginning for the quarter ending December 31, 2023 and continuing through the date that is three months after the commencement of employment of a full-time Chief Executive Officer of the Company beginning in or after December 2023. |
Notwithstanding anything in this Policy to the contrary, the maximum cash compensation payable to any Outside Director in any fiscal year shall not exceed any maximum cash compensation permitted to be paid to an Outside Director under the Successor Plan.
There are no per meeting attendance fees for attending Board, Audit & Finance Committee, Compensation & Human Capital Committee, Governance & Nominating Committee and/or Science & Technology Committee meetings.
Retainers (other than Chairperson retainers) will be paid quarterly in arrears on a prorated basis.
The retainers will be paid in shares of Company common stock (“Shares”) and/or in cash. Each Director can elect the ratio of Shares to cash for the payment of these retainers by notifying the Company in writing (with email notification being sufficient). Such elections will be effective commencing in the first quarter after the quarter in which they are made. For purposes of determining the payment of the retainer, Shares will be valued at the average closing price in the quarter for which the retainer is paid.
| 2. | EQUITY COMPENSATION |
Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant, including the Successor Plan), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:
(a) No Discretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards.
(b) Appointment Awards. Subject to Section 11 of the Plan, or any similar limitation in the Successor Plan, upon an Outside Director’s appointment to the Board, such Outside Director automatically will be granted (i) a Nonstatutory Stock Option to purchase Shares having a grant date fair value of $100,000, rounded down to the nearest whole share (the “NSO Appointment Award”), and (ii) Restricted Stock Units having a grant date fair value of $100,000, rounded down to the nearest whole share (the “RSU Appointment Award”). Subject to Section 5 below and Section 14 of the Plan or any similar limitation in the Successor Plan, each NSO Appointment Award will vest in thirty-six (36) equal, monthly installments beginning with the first monthly anniversary after the grant date, and each RSU Appointment Award will vest in three (3) equal, annual installments beginning with the first annual anniversary after the grant date. Each NSO Appointment Award and RSU Appointment Award will vest fully upon a Change in Control (as defined in the Plan or the Successor Plan), in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date or Change in Control, as applicable.
(c) Annual Awards. Subject to Section 11 of the Plan, or any similar limitation in the Successor Plan, on the first business day after each Annual Meeting of the Company’s stockholders (the “Annual Meeting”) beginning with the 2019 Annual Meeting, each Outside Director will automatically be granted (i) a Nonstatutory Stock Option to purchase Shares having a grant date fair value of $150,000, rounded down to the nearest whole share (the “Annual NSO Award”), and (ii) Restricted Stock Units having a grant date fair value of $150,000, rounded down to the nearest whole share (the “Annual RSU Award”). Subject to Section 5 below and Section 14 of the Plan or any similar limitation in the Successor Plan, each Annual NSO Award will vest in twelve (12) equal, monthly installments beginning with the first monthly anniversary after the grant date, and each Annual RSU Award will vest in one (1) installment on the one year anniversary of the grant date. Each Annual NSO Award and Annual RSU Award will vest fully upon a Change in Control (as defined in the Plan or the Successor Plan), in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date or Change in Control,
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as applicable. Notwithstanding anything in this Policy to the contrary, the amount of the Annual NSO Award and Annual RSU Award granted to Michael Goldberg, the non-executive Chairperson of the Board, in 2024, shall be reduced on a pro rata basis if such awards, together with the One-Time RSU Award (as defined below), shall collectively be exercisable for, or otherwise result in the potential issuance of, more than an aggregate of 250,000 shares of Common Stock, or such greater number of shares of Common Stock eligible to be issued to Outside Directors during any fiscal year of the Company pursuant to the Plan or the Successor Plan, as applicable.
(d) One-Time Additional Award for Non-Executive Chairperson of the Board. Upon the first filing by the Company of a Registration Statement on Form S-8 with the Securities and Exchange Commission in 2024, Michael Goldberg, in his capacity as the non-executive Chairperson of the Board, will be granted additional Restricted Stock Units having a grant date fair value of $200,000, rounded down to the nearest whole share (the “One-Time RSU Award”). Subject to Section 5 below and Section 14 of the Plan, the One-Time RSU Award will vest in one (1) installment on the one year anniversary of the grant date. The One-Time RSU Award will vest fully upon a Change in Control (as defined in the Plan), provided that Mr. Goldberg continues to serve as a Service Provider through the applicable vesting date or Change in Control, as applicable.
(e) Terms Applicable to all Options Granted Under this Policy. The per Share exercise price for all other Options granted under this Outside Director Compensation Policy will be one hundred percent (100%) of the Fair Market Value on the grant date.
| 3. | TRAVEL EXPENSES |
Each Outside Director’s reasonable, customary and documented travel expenses to Board meetings will be reimbursed by the Company.
| 4. | ADDITIONAL PROVISIONS |
All provisions of the Plan or the Successor Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.
| 5. | ADJUSTMENTS |
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number of Shares issuable pursuant to Awards granted under this Policy.
| 6. | REVISIONS |
The Board in its discretion may change and otherwise revise the terms of Awards granted under this Policy, including, without limitation, the number of Shares subject thereto, for Awards of the same or different type granted on or after the date the Board determines to make any such change or revision.
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