CareDx, Inc. appointed new CEO

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.