Business Context and Reporting Period
This Form 8-K filing by CareDx, Inc. (CDNA) reports a corporate governance event dated August 22, 2019. The Company is a Delaware corporation incorporated in 2019, with principal executive offices in Brisbane, California. The filing specifically addresses the appointment of a new director to the Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial statements or operational metrics.
Material Changes
The material change reported is the appointment of Christine M. Cournoyer as a Class II director, effective September 1, 2019. Ms. Cournoyer brings significant experience in precision medicine and clinical decision support, having previously served as Chairperson and CEO of N-of-One and holding executive roles at Optum, Picis, Lotus, and IBM.
Compensation and Governance Details
As a non-employee director, Ms. Cournoyer's compensation package includes:
- Annual Cash Retainer: $40,000, paid quarterly.
- Initial Stock Option: Grant date fair value of $150,000, vesting monthly over three years.
- Initial Restricted Stock Units (RSUs): Grant date fair value of $150,000, vesting in three equal annual installments.
- Annual Automatic Grants: Upon each annual stockholder meeting, she will receive an option and RSU award each with a grant date fair value of $100,000.
The Company will also enter into a standard indemnification agreement with Ms. Cournoyer. No related party transactions or family relationships with existing directors or officers were disclosed.
Key Facts for Investor Verification
- Verify the effective start date of Ms. Cournoyer's service (September 1, 2019).
- Confirm the total potential equity value granted annually ($200,000 in fair value for recurring grants plus the initial $300,000).
- Review the attached press release (Exhibit 99.1) for additional context on the Board's strategic rationale.
- Note that this filing contains no financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.