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Our boardBoard of directorsDirectors has fixed the close of business on May 15, 2017April 21, 2020 as the record date for the Annual Meeting. Only stockholders of record on May 15, 2017April 21, 2020 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presentedare more fully described in the accompanying proxy statement.

Thank you for your continued support of CareDx.

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.

You will be voting on:

Our boardBoard of directorsDirectors recommends that you vote:

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 with respect toconcerning those items of business or other

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matters. The persons named on the proxy card intend to vote the proxy in accordance with their best judgment. Our boardBoard of directorsDirectors 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.

As of the Record Date, there were 21,421,01643,295,386 shares of common stock outstanding and entitled to vote.

Proxies are solicited by and on behalf of our boardBoard of directors.Directors. Peter Maag, Ph.D. and Michael Bell have been designated as proxy holders by our boardBoard of directors.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 boardBoard of directors.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.

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 and Delaware law. A majority of the shares of common stock outstanding and entitled to vote, in person 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 21,421,01643,295,386 shares of common stock outstanding, which means that 10,710,50921,647,694 shares of common stock must be represented in person or by proxy at the Annual Meeting to have a quorum. If there is no quorum, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.

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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 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 the proposals. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.

Our boardBoard of directorsDirectors 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

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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 Georgeson Inc. to help us solicit proxies. We will pay Georgeson Inc. $7,000 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.

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.

The votes will be counted, tabulated and certified by Computershare Trust Company, N.A., the transfer agent and registrar for our common stock.

Broadridge Financial Solutions, Inc.

Proxies, ballots and voting tabulations that identify individual stockholders are handled inon a manner that protectsconfidential basis to protect your voting privacy. Your voteThis 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.

We encourage, but do not require, the members of our board membersBoard of Directors to attend the Annual Meeting. Those who do attend will be available to answer appropriate questions from stockholders.

We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of theare sending only one annual report and proxy materials and annual report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedurepractice, 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

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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:

Stockholders who hold shares in street name may contact their broker, bank or other nominee to request information about householding.

Our amended and restated 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 amended and restated 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 the boardour Board of directors,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 amended and restated bylaws.

To be timely for our 20182021 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

In the event that we hold our 20182021 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:

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

You may propose director candidates for consideration by our nominatingNominating and corporate governance committee.Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our boardBoard of directorsDirectors and should be directed to our 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 amended and restated 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 amended and restated bylaws. The stockholder must also give timely notice to our Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Our boardBoard of directorsDirectors is currently composed of sixeight members. In accordance with our certificate of incorporation, our boardBoard of directorsDirectors is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring.

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. This classification of our boardBoard of directorsDirectors may have the effect of delaying or preventing changes in control of our company.

Company.

Our nominatingNominating and corporate governance committeeCorporate Governance Committee has recommended, and our boardBoard of directorsDirectors has approved, Mr.Michael D. Goldberg and Dr.Peter Maag, Ph.D. as nominees for election as Class III directors at the Annual Meeting. If elected, each of Mr. Goldberg and Dr. Maag will each serve as Class III directors until the 20202023 annual meeting of stockholders or until their successors are duly elected and have qualified. Each of the nominees is currently a director of our company.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 Mr. Goldberg and Dr. Maag. We expect that each of Mr. Goldberg and Dr. Maag 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 boardBoard of directorsDirectors 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.

The election of Class III directors requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. BrokerAbstentions and broker non-votes will have no effect on this proposal.

Our business affairs are managed under the direction of our boardBoard of directors,Directors, which is currently composed of sixeight members. Our boardBoard of directorsDirectors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

The following table sets forth the names, ages as of May 19, 2017,April 29, 2020, and certain other information for each of our directors:

Name		Class				Age				Position		Director Since				Current Term Expires				Expiration of Term For Which Nominated
1. Directors with Terms Expiring at the Annual Meeting/ Nominees
Michael D. Goldberg(1)(2)(3)*			III				59			Director, Chairman of the Board			2011				2017				2020
Peter Maag			III				50			President, Chief Executive Officer, and Director			2012				2017				2020
2. Continuing Directors
George W. Bickerstaff, III(1)+			I				61			Director			2014				2018				—
Ralph Snyderman(3)(4)			I				77			Director			2005				2018				—
Fred E. Cohen(2)(4)†			II				60			Director			2003				2019				—
William A. Hagstrom(1)(2)‡			II				59			Director			2015				2019				—

(1)	Member of our Audit Committee.

(2)	Member of our Compensation Committee.

(3)	Member of our Nominating and Corporate Governance Committee.

(4)	Member of our Science and Technology Committee.

*	Mr. Goldberg was appointed to the Nominating and Corporate Governance Committee on June 16, 2016.

+	Mr. Bickerstaff served on the Audit Committee until April 14, 2016. He was reappointed to the Audit Committee on May 10, 2017.

†	Dr. Cohen served on the Audit Committee until July 14, 2016.

‡	Mr. Hagstrom was appointed to the Compensation Committee on June  16, 2016.

President from October 2012 until November 2018. Prior to joining the Company, Dr. Maag held numerous positions with increasing responsibility at Novartis International AG, a global healthcare company from September 2001 to April 2012, including Global Head of Novartis Diagnostics, a business unit of Novartis A.G., from 2009 to 2012. Dr. Maag also served as Country President for Novartis Pharma AG in Germany from 2006 to 2008, Country President for Novartis’ Korea operations from 2003 to 2005, and the Head of Strategy for the pharmaceutical division of Novartis A.G. from 2001 to 2002. Dr. Maag also worked at McKinsey & Company, focusing on healthcare and globalization from 1995 to 2001. Besides supporting various healthcare and tech companies in their growth efforts, Dr. Maag also holds a board position at Phoenix Pharma SE and serves on the board of directors at Phoenix Pharmahandel GmbH & Co KG, Molecular MD and the Personalized Medicine Coalition.Coalition in Washington D.C. Dr. Maag studied pharmaceutical sciences at the University of Heidelberg and University of London and received his Ph.D. from the University of Berlin, Germany. Our boardBoard of directorsDirectors has concluded that Dr. Maag should serve on our boardBoard of directorsDirectors due to his position as President and Chief Executive Officer of the Company as well as his extensive experience in the pharmaceuticals and life sciences industries.

the founding CEO and President of the Duke University Health System. From January 2006 to November 2009, he consulted for New Enterprise Associates, a venture capital firm, as a venture partner. He previously served on the boardsBoards of directorsDirectors of The Procter and Gamble Company, Pharmaceutical Product Development, LLC, Targacept, Inc., Trevena, Inc., Press Ganey Associates, Inc., Crescendo Bioscience, Inc., Argos Therapeutics, Inc. and Targacept, Inc.Linus Oncology. He currently serves on the boardsBoards of Press Ganey Associates,Directors of iRhythm Technologies, Inc., Liquida Technologies, Inc., Linus Oncology, SenGenix, Argos Therapeutics, Essential Health Solutions, SenGenix, Inc. and Purdue Pharma L.P.Veritas Collaborative. Dr. Snyderman is a member of the Association of American Physicians, where he served as president from 2003 to 2004, the Association of American Medical Colleges, where he served as chair from 2001 to 2002 and the Institute of Medicine and the American Academy of Arts and Sciences. Dr. Snyderman holds a B.S. in Pre-Medical Studies from Washington College, an M.D. from the State University of New York, Downstate Medical Center, and completed an internship and residency in medicine at Duke University. Our boardBoard of directorsDirectors has concluded that Dr. Snyderman possesspossesses specific attributes that qualify him to serve as a member of our boardBoard of directors,Directors, including his strong background in personalized medicine and broad experience in the healthcare industry.

early stage biotechnology companies. While at Alpha BioPartners, Mr. Hagstrom co-founded Biolytx Pharmaceuticals and Altheus Therapeutics. Mr. Hagstrom also served as interim CEO of Selexys Pharmaceuticals and Inoveon. Prior to this he was Chairman and CEO of UroCor, a specialty diagnostics company focused on urological cancers and complex diseases. Under Mr. Hagstrom’s leadership, the company was an Inc. 500 company from 1992 through 1995, before becoming public in 1996. Previously, Mr. Hagstrom held executive positions at some of the largest multinational healthcare companies in the world, including Becton Dickinson, American Hospital Supply and Baxter International, where

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he served as vice president of the company’s billion-dollar scientific products division. Mr. Hagstrom has served on a variety of Boards over the last 15 years, including Prometheus Laboratories. Mr. Hagstrom received a BSB.S. degree in business managementBusiness Management from Bob Jones University. Our boardBoard of Directors has concluded that Mr. Hagstrom possesses specific attributes that would qualify him to serve as a member of our boardBoard of directors,Directors, including his management experience in building and growing specialty diagnostics companies, launching new products and integrating high value informatics into clinical paradigms.

Audit committeeCommittee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and the NASDAQNasdaq Rules. In addition, compensation committeeCompensation Committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and the NASDAQNasdaq Rules.

Our boardBoard of directors hasDirectors believes that having independent leadership is an important component of our governance structure. Effective January 2020, our independent Board of Directors unanimously selected Dr. Maag to serve as the Chairman of our Board of Directors, due to his vision for our Company’s future and his understanding of our Company and our evolving competitive environment. Given that Dr. Maag is not an independent Chairman, Mr. Goldberg, who has authority, among other things,director under the Nasdaq rules, our independent Board of Directors determined to preside over boardcontinue the strong voice of directors meetings, including meetings of the independent directors and created the role of Lead Independent Director. Mr. Goldberg was appointed to call special meetingsserve as the Lead Independent Director.

Our Board of Directors believes that this leadership structure with a strong Lead Independent Director provides balance and currently is in the best interest of our boardCompany and our stockholders. The role given to the Lead Independent Director helps ensure a strong independent and active Board of directors. Accordingly, the Chairman has substantialDirectors, while Dr. Maag’s demonstrated leadership during his tenure at CareDx, and his ability to shape the work of our board of directors. We currently believe that separation of the roles ofspeak as Chairman and Chief Executive Officer, reinforces the independenceprovides strong unified leadership for our Company, allowing for efficient decision making and focused accountability.

Our Lead Independent Director also performs such additional duties as our Board of Chief Executive Officer, might be appropriate. Accordingly, our boardDirectors may otherwise determine and delegate. Our Board of directors mayDirectors periodically reviewreviews its leadership structure.

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.

There are no legal proceedings related to any of the directors or director nominees which require disclosure pursuant to Items 103 or 401(f) of Regulation S-K.

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.

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During 2016,fiscal year 2019, our boardBoard of directorsDirectors held sevensix meetings (including regularly scheduled and special meetings), and took action by written consent fourthree times. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our boardBoard of directorsDirectors held during the period for which he or she served as a director, and (ii) the total number of meetings held by all committees of our boardBoard of directorsDirectors on which he or she served during the periods that he or she served.

It is the policy of our boardBoard of directorsDirectors 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 boardBoard of directorsDirectors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. MichaelMr. Goldberg was the only member of our board of directors thatand Dr. Maag attended our 20162019 annual meeting of stockholders.

Our boardBoard of directorsDirectors has four standing committees: an audit committee, a compensation committee, a sciencethe Audit Committee, the Compensation Committee, the Nominating and technology committeeCorporate Governance Committee and a nominatingthe Science and corporate governance committee.Technology Committee. The composition and responsibilities of each of the committees of our boardBoard of directorsDirectors are described below. Members will serve on these committees until their resignation or until otherwise determined by our boardBoard of directors.

Directors.

We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our audit committeeAudit Committee is currently comprised of George Bickerstaff, Christine M. Cournoyer, Michael D. Goldberg and William A. Hagstrom, each of whom is a non-employee member of our boardBoard of directors.Directors. Mr. Bickerstaff

serves as the current chair of our Audit Committee. Our boardBoard of directorsDirectors has determined that each of the members of our audit committeeAudit 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 NASDAQNasdaq Rules. Our boardBoard of Directors has determined that Mr. Bickerstaff qualifies as an “audit committee financial expert” as defined by the applicable SEC rules and satisfies the financial sophistication requirements of the NASDAQNasdaq Rules. This designation does not impose on Mr. Bickerstaff any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committeeAudit Committee and our boardBoard of directors.Directors. Our audit committeeAudit Committee is responsible for, among other things:

Our compensation committeeCompensation Committee is comprised of Fred E. Cohen, M.D., D. Phil, Grace E. Colón, Ph.D., Michael D. Goldberg and William A. Hagstrom, each of whom is a non-employee member of our boardBoard of directors.Directors. Dr. Cohen is the chair of our compensation committee.Compensation Committee. Our boardBoard of directorsDirectors has determined that each member of our compensation committeeCompensation Committee meets the requirements for independence under the rules and regulations of the SEC, including Rule 10C-1 under the Exchange Act, and the NASDAQNasdaq Rules and is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).Act. Our compensation committeeCompensation Committee is responsible for, among other things:

Our nominatingNominating and corporate governance committeeCorporate Governance Committee is comprised of Ralph Snyderman, M.D. and Michael D. Goldberg, each of whom is a non-employee member of our boardBoard of directors.Directors. Dr. Snyderman is the chair of our nominatingNominating and corporate governance committee.Corporate Governance Committee. Our boardBoard of directorsDirectors has determined that each member of our nominatingNominating and corporate governance committeeCorporate Governance Committee meets the requirements for independence under the NASDAQNasdaq Rules. Our nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for, among other things:

Our scienceScience and technology committeeTechnology Committee operates under a written charter. During 2016fiscal year 2019, our scienceScience and technology committeeTechnology Committee held one meetingtwo meetings and did not take any actions by written consent.

Our nominatingNominating and corporate governance committeeCorporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominatingNominating and corporate governance committeeCorporate Governance Committee will consider the composition of our boardBoard of directors,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 boardBoard of directorsDirectors are expected to prepare for, attend, and participate in all boardBoard of directorDirectors and applicable committee meetings. Our nominatingNominating and corporate governance committeeCorporate Governance Committee requires the following minimum qualifications to be satisfied by any nominee for a position on our boardBoard of directors: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 boardBoard of directors,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 boardBoard of directorsDirectors and the commitment of time and energy necessary to diligently carry out those responsibilities. Other than the foregoing, there are no other stated minimum criteria for director nominees, although our nominatingNominating and corporate governance committeeCorporate Governance 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 boardBoard of directorsDirectors does not maintain a specific policy with respect to board diversity, our boardBoard of directorsDirectors believes that our boardBoard of directorsDirectors should be a diverse body, and our nominatingNominating and corporate governance committeeCorporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regardingdetermining nominations of directors, our nominatingNominating and corporate governance committeeCorporate Governance Committee may take into account the benefits of diverse viewpoints. Our nominatingNominating and corporate governance committeeCorporate Governance Committee also considers these and other factors as it oversees the annual boardBoard of directorsDirectors and committee evaluations. After completing its review and evaluation of director candidates, our nominatingNominating and corporate governance committeeCorporate Governance Committee recommends to our full boardBoard of directorsDirectors the director nominees for selection.

Our nominatingNominating and corporate governance committeeCorporate Governance Committee will consider candidates for director recommended by stockholders holding at least one percent (1%) of the fully diluted capitalization of the Company continuously for at least 12 months prior to the date of the submission of the recommendation. Our nominatingNominating and corporate governance committeeCorporate Governance Committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our boardBoard of directorsDirectors includes members with diversity of experience, skills and experience, including appropriate financial and other expertise relevant to our business. Stockholders wishing to recommend a candidate for nomination should contact our Corporate Secretary in writing. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve on our boardBoard of directors,Directors, information regarding any relationships between the candidate and CareDx and evidence of the recommending stockholder’s ownership of our common stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for boardBoard of directors’Directors’ membership. Our nominatingNominating and corporate governance committeeCorporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.

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A stockholder can nominate a candidate directly for election to our boardBoard of directorsDirectors by complying with the procedures in Section 2.4(ii) of our amended and restated bylaws and the rules and regulations of the SEC. Any eligible stockholder who wishes to submit a nomination should review the requirements in theour amended and restated bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary at CareDx, Inc., 3260 Bayshore Blvd., Brisbane, California 94005.1 Tower Place, 9th Floor, South San Francisco, CA 94080. To be timely for our 20182021 annual meeting of stockholders, our Corporate Secretary must receive the nomination no earlier than March 19, 2018February 20, 2021 and no later than April 18, 2018.March 22, 2021. The notice must state the information required by Section 2.4(ii) of our amended and restated bylaws and otherwise must comply with applicable federal and state law.

Stockholders wishing to communicate with our boardBoard of directorsDirectors or with an individual member of our boardBoard of directorsDirectors may do so by writing to our boardBoard of directorsDirectors or to the particular member of our boardBoard of directors,Directors, and mailing the correspondence to our Chief Financial Officer at CareDx, Inc., 3260 Bayshore Blvd., Brisbane,1 Tower Place, 9th Floor, South San Francisco, CA 94005.94080. Our Chief Financial Officer will review all incoming stockholder communications (excluding mass mailings, product

complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material), and if deemed appropriate, the stockholder communications will be forwarded to the appropriate member or members of our boardBoard of directors,Directors, or if none is specified, to the chairmanChairman of our boardBoard of directors.Directors. This procedure does not apply to stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks we face, while our boardBoard of directors,Directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our boardBoard of directorsDirectors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our boardBoard of directorsDirectors believes that open communication between management and our boardBoard of directorsDirectors is essential for effective risk management and oversight. Our boardBoard of directorsDirectors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our boardBoard of directors,Directors, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deemed appropriate.

While our boardBoard of directorsDirectors is ultimately responsible for risk oversight, our board committees assist our boardBoard of directorsDirectors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committeeAudit Committee assists our boardBoard of directorsDirectors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and

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discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committeeAudit Committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. In addition, our audit committeeAudit Committee monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our nominatingNominating and corporate governance committeeCorporate Governance Committee assists our boardBoard of directorsDirectors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure and corporate governance. Our compensation committeeCompensation Committee assesses risks created by the incentives inherent in our compensation policies. Finally, our full boardBoard of directorsDirectors reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.

Directors who are employees do not receive any additional compensation for their service on our boardBoard of directors.Directors. We reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at boardBoard of directorsDirectors and committee meetings. In 2016,2019, certain of our non-employee directors received cash compensation, restricted stock unit awards and options to purchase shares of our common stock pursuant to our 2014 Equity Incentive Plan in effect during 2019 as set forth below.

Our non-employee directors received an annual retainer of $30,000$40,000 for their service on our boardBoard of directors and any committee thereof.Directors. Members of our audit committee, compensation committee, nominatingAudit Committee, Compensation Committee, Nominating and corporate governance committee,Corporate Governance Committee and scienceScience and technology committee,Technology Committee, other than the chair of each such committee, received an additional annual retainer of $10,000, $6,000, $4,000

$6,000, $5,000 and $5,000, respectively. The chair of our audit committee, compensation committee, nominatingAudit Committee, Compensation Committee, Nominating and corporate governance,Corporate Governance Committee and scienceScience and technology committeeTechnology Committee each received an additional annual retainer of $20,000, $12,000, $8,000$10,000 and $10,000, respectively. Additionally, the non-employee individual acting as Chairman of our boardBoard of directorsDirectors during fiscal 2019 received an additional annual retainer of $65,000.$40,000. All annual retainers were paid quarterly and pro-rated for partial service in any year. Two-thirds of each non-employee director’s retainer was paid in the form of common stock of the Company, the remaining one-third was paid in cash. At the individual’s election each quarter, each non-employee director was permitted to elect to receive 100% of their retainer in the form of common stock of the Company. Effective March 31, 2017, ourOur non-employee directors are entitled to elect the ratio of shares of common stock of the Company to cash issuable or payable to the non-employee director for the payment of the annual retainers.

We will also continue to reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at boardBoard of directorsDirectors and committee meetings in accordance with our travel policy.

In addition,

The following table sets forth the compensation accrued or paid by us to our non-employee directors during the year ended December 31, 2016,2019, for service on our boardBoard of Directors and its committees.

At the Annual Meeting, stockholders are being asked to ratify the appointment of EYDeloitte as our independent registered public accounting firm for our fiscal year ending December 31, 2017.2020. Stockholder ratification of the appointment of EYDeloitte is not required by our amended and restated bylaws or other applicable legal requirements. However, our boardBoard of directorsDirectors is submitting the appointment of EYDeloitte to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote, such appointment will be reconsidered by our audit committee.Audit Committee. Even if the appointment is ratified, our audit committee,Audit Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 20172020 if our audit committeeAudit Committee believes that such a change would be in the best interests of CareDx and its stockholders. A representative of EYDeloitte is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so and is expected to be available to respond to appropriate questions from stockholders.

The following table presents fees for professional audit services and other services rendered to us by EY for our fiscal yearsyear ended December 31, 20162019 and 2015.

		2016				2015
Audit Fees(1)		$	5,067,000			$	1,255,000
Audit-Related Fees(2)			736,000				11,000
Tax Fees(3)			—				—
All Other Fees(4)			—				2,000
		$	5,803,000			$	1,268,000

(1)

Audit Fees include fees and out-of-pocket expenses, whether or not yet invoiced, for professional services associated with the annual audit of our financial statements, the reviews of our interim financial statements, the issuance of consents and comfort letters in connection with registration statement filings with the SEC, and review services related to regulatory filings for the acquisition of Allenex AB.

(2)	Audit-Related Fees consist of fees for other audit-related professional services. In 2016, this fee was for professional services rendered for audits in connection with the Allenex AB acquisition. In 2015, this fee included a review for the implementation plan of new accounting software.

(3)	No tax services were provided in 2016 and 2015.

(4)	All Other Fees include any fees billed that are not audit, audit related or tax fees. In 2016, there were no such fees. In 2015, this fee included a license to an accounting research database.

2018 by Deloitte, our principal independent registered public accounting firm for such period. No fees for services rendered to us for our fiscal year ended December 31, 2018 were incurred by EY.

In 2016,2019, there were no other professional services provided by EYDeloitte that would have required our audit committeeAudit Committee to consider their compatibility with maintaining the independence of EY.

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Deloitte.

Our audit committeeAudit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committeeAudit Committee is required to pre-approve all audit and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, tax services and other services up to specified amounts. The pre-approval of services may be delegated to one or more of the audit committee’sAudit Committee’s members, but the decision must be reported to the full audit committeeAudit Committee at its next scheduled meeting. In the years ended December 31, 20162019 and 2015,2018, services and related fees identified above under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” that were billed by EYDeloitte were approved by the audit committeeAudit Committee in accordance with SEC requirements.

The ratification of the appointment of EYDeloitte requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal.

Broker non-votes will have no effect on this proposal.

The audit committeeAudit Committee has received and reviewed the written disclosures and the letter from EYDeloitte required by the applicable requirements of the Public Company Accounting Oversight Board regarding EY’sDeloitte’s communications with the audit committeeAudit Committee concerning independence, and has discussed with EYDeloitte its independence.

Based on the review and discussions referred to above, the audit committeeAudit Committee recommended to the boardBoard of directorsDirectors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended,2019 for filing with the Securities and Exchange Commission.

Respectfully submitted by the members of the audit committeeAudit Committee of the boardBoard of directors:

Directors:

Pursuant to the proxy rules under the Exchange Act and as required by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we entered intoare presenting to our stockholders with a Securities Purchase Agreement (the “SPA”), with certain purchasers (each, a “Purchaser” and collectively,non-binding, advisory vote to approve the “Purchasers”) pursuant to which, on March 15, 2017, we sold, in a private placement transaction, for an aggregate purchase price of $25 million, $27.78 million in aggregate principal amount of Senior Secured Debentures (the “Debentures”) and warrants (the “Warrants”) to purchase up to an aggregate of 1.25 million sharescompensation of our common stock (the “Financing”). We used $11.2 millionnamed executive officers as described in this proxy statement. This proposal is commonly referred to as a “say-on-pay” proposal.

The say-on-pay vote gives you as a stockholder the opportunity to express your views regarding the compensation of our named executive officers by voting to approve or not approve such compensation as described in this proxy statement. This vote is advisory and will not be binding upon our Board of Directors or our Compensation Committee. However, our Board of Directors and our Compensation Committee value the opinion of our stockholders and will take into account the outcome of the net proceeds fromvote when considering future executive compensation arrangements. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the Financing to repay our existing indebtedness under our prior Loan and Security Agreement dated as of January 30, 2015, as amended, with East West Bank.

The Debentures mature on February 28, 2020, accrue interest at 9.5% per year and are convertible into sharesoverall compensation of our common stock at a price of $4.56 per share (the “Conversion Price”) at the holder’s option. Additionally, after September 1, 2017, upon the satisfaction of certain conditions, including the volume weighted average price of our common stock exceeding 250% of the Conversion Price for twenty consecutive trading days, we can require that the Debentures be converted into shares of our common stock, subject to certain limitations. Commencing on March 1, 2018, each of the holders of the Debentures will have the right, at its option, to require us to redeem up to $937,500 of the outstanding principal amount of its Debenture per month. We will be required to promptly, butnamed executive officers, as described in any event no more than one trading day after the holder delivers a redemption notice to us, pay the applicable redemption amount in cash or, at our election and subject to certain conditions, in shares of our common stock. If we elect to pay the redemption amount in shares of our common stock, then the shares will be delivered based on a price equal to the lesser of (a) a 12% discount to the average of the three lowest volume weighted average prices of our common stock over the prior 20 trading days, (b) a 12% discount to the prior trading day’s volume weighted average price, or (c) the Conversion Price. We may only opt for payment in shares of our common stock if certain conditions are met.

Our obligations under the Debentures can be accelerated upon the occurrence of certain customary events of default as specified in the Debentures. In the event of default and acceleration of our obligations, we would be required to pay (i) 115% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debenture is accelerated on or prior to March 1, 2018, (ii) 108% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debenture is accelerated after March 1, 2018, but prior to March 1, 2019, and (iii) 105% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debenture is accelerated on or after March 1, 2019. Our obligations under the Debentures are secured under a Security Agreement by a senior lien on all of our assets, other than its interest in CareDx International AB (formerly known as Allenex AB), which is subject to a negative pledge prohibiting the incurrence of additional or replacement debt.

The foregoing description of the SPA and the Debentures, and the transactions contemplated thereby does not purport to be complete and is subject to, and is qualified in its entirety by the full text of the SPA and the form of Debenture, which we filed as Exhibit 10.1 and Exhibit 4.1, respectively, to the Current Report on Form 8-K we filed with the SEC on March 15, 2017, which are incorporated herein by reference.

Reasons for Requesting Stockholder Approval

Our common stock is listed on the NASDAQ Global Market and, therefore, we are subject to the NASDAQ Rules. NASDAQ Listing Rule 5635(d) requires that an issuer obtain stockholder approval prior to the issuance of common stock or securities convertible into or exchangeable for common stock in a non-public offering at a price less than the greater of market price or book value of the issuer’s common stock. Accordingly, because the conversion and redemption prices applicable to the Debentures are or may be less than such amounts, we cannot issue more than an aggregate of 4,269,522 shares of our common stock (which represented 19.99% of our

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outstanding shares of common stock on the date the Debentures were originally issued) upon conversion or redemption of the Debentures unless our stockholders first approve such issuances (the “20% Cap”).

We are seeking stockholder approval to make such issuances of our common stock described abovethis proxy statement in accordance with NASDAQ Listing Rule 5635 so that we can make as many monthly redemptionsthe compensation disclosure rules of the DebenturesSEC. If Proposal No. 4 in this proxy statement is approved in accordance with sharesour recommendation, the next say-on-pay vote will occur in 2021.

We encourage our stockholders to read the “Executive Compensation” section in this proxy statement, including the compensation tables and the related narrative disclosure, which describes the structure and amounts of the compensation of our common stock as we deem appropriate and the holdersnamed executive officers in fiscal year 2019. 

The advisory approval of the Debentures can convert some or all of the outstanding balance of the Debentures.

Possible Effects if Proposal No. 3 is Approved

As of May 15, 2017, the Record Date, we had 21,421,016 shares of our common stock issued and outstanding. Based on the current terms of the Debentures and the requirement that the minimum volume-weighted average price of our common stock is not less than $1.00, but disregarding the 20% Cap, we could potentially issue up to a maximum of 31,568,181 shares of our common stock upon redemptions of principal only of the Debenture, which amount would represent 59.6% of our total outstanding common stock following the issuance of such maximum based on our current outstanding common stock. Accordingly, if this Proposal No. 3 is approved, our stockholders may experience significant additional dilution in the event we issue shares of our common stock upon redemptions or conversions of the Debenture in excess of the 20% Cap to which we are currently subject. Such additional dilution would afford our current stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Company. Additionally, the resale of the shares of our common stock issued in satisfaction of the Debentures into the public markets could cause the market price of our common stock to decline.

Our board of directors believes approval of Proposal No. 3 is in the best interests of our Company and our stockholders because it will provide us additional flexibility to determine whether or not to satisfy redemptions and conversions of the Debentures in shares of our common stock or in cash. If Proposal No. 3 is not approved by our stockholders, then we will be limited to issuing a maximum of 4,269,522 shares of our common stock in satisfaction of the Debentures. Any additional payment obligations would need to be satisfied in cash. In order to generate the cash needed to satisfy redemptions of the Debentures, we would likely need to sell shares of our common stock in separate private placements or public offerings, which may be difficult to complete or may need to be completed at times or prices when the market conditions for our common stock are not optimal. If we are not able to generate the cash needed to satisfy our obligations under the Debentures and do not then have sufficient unrestricted cash to pay redemptions under the Debentures, then we may be forced to default under the Debentures if we have then issued shares up to the 20% Cap. Accordingly, we believe approval of Proposal No. 3 will afford us with significant flexibility to meet our obligations under the Debentures and simultaneously help to preserve our cash resources for our planned operating activities.

Possible Effects if Proposal No. 3 is Not Approved

If Proposal No. 3 is not approved by our stockholders, then we may not issue more than 4,269,522 shares upon redemption or conversion of the Debentures.

Recommendation and Vote

Under NASDAQ Listing Rule 5635,requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon is required for stockholder approval of the proposal to approve the issuance of shares of the Company’s common stock upon the conversion or redemption of the Debentures without the need for any limitation or cap on issuances.thereon. Abstentions will have the effect of a vote AGAINST the proposal. Broker non-votes will have no effect on this proposal. Although this vote is advisory in nature and does not impose any action on our Board of Directors or our Compensation Committee, we strongly encourage all stockholders to vote on this matter.

The approval of the amendment to the 2014 Plan to increase the number of shares of common stock that may be issued under the 2014 Plan by 400,000 shares requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal.

Broker non-votes will have no effect on this proposal.

The following table identifies certain information about our executive officers as of May 15, 2017. Each executive officer serves at the discretion of our board of directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.April 29, 2020. There are no family relationships among any of our directors or executive officers.

There are no legal proceedings related to any of the executive officers which require disclosure pursuant to Items 103 or 401(f) of Regulation S-K.

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Over the course of 2019, we furthered our growth in the healthcare solutions market by leveraging our innovative testing services, products and digital tools. To date, we have devoted substantially all of our principal executive officerefforts to product development, increasing revenue and continuing innovation. 2019 was an important year for CareDx as we achieved the next two most highly compensated executive officers, are:

following:

Our executive compensation programs forprogram is intended to help us achieve and foster a goal-oriented, highly-motivated management team with a clear understanding of our business objectives and shared corporate values. To this end, the Compensation Committee believes that our executive compensation program should provide compensation that:

We seek to achieve these objectives in a way that is consistent with the long-term interests of directors on its discussions, decisionsour company and other actions. The salarythose of our stakeholders, including our stockholders and bonuses paid toemployees. We structure the annual compensation of our executive officers, including our NEOs, using three principal elements: base salary, annual and equity cash incentives and long-term compensation opportunities in the form of equity awards. While the pay mix may vary from year to year, the ultimate goal is to achieve our compensation objectives as described above.

Our Compensation Committee believes that our compensation program should align executive interests with the drivers of growth and stockholder returns, and support achievement of our primary business goals. The expertise, leadership and contributions of our executives are reviewed annuallycritical to our ability to create sustained long-term stockholder value. Consequently, our board believes the substantial majority of NEO compensation should be at-risk, variable pay to facilitate the successful execution of our business strategy.

The Compensation Committee has responsibility for overseeing our compensation committee. Typically,and benefits policies generally, and overseeing, evaluating and approving the compensation plans, policies and programs applicable to our CEO, as well as our other executive officers, including our other NEOs. In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops recommendations, makes decisions that it believes advances our philosophy and reviews the performance of our executive officers when making decisions with respect to their compensation.

Our compensation committeeCompensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. Beginning inThe Compensation Committee has retained Radford, part of the Rewards Solutions practice at Aon plc, as its independent outside compensation consultant since 2014 to assist with setting executive compensation. The Compensation Committee has sole authority to retain or replace such independent compensation consultants. The Compensation Committee annually evaluates the compensation committee retained Radford Associates, a nationalconsultant’s independence and performance under the applicable Nasdaq listing standards. The Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to recruit and retain qualified executives, align executive interests with those of stockholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals.

With the assistance and recommendations of Radford, the Compensation Committee has developed a peer group of companies as a reference group to provide it with information, recommendationsa broad perspective on competitive pay levels and practices.

The Compensation Committee does not engage in formal benchmarking against other advice relatingcompanies’ compensation programs or practices to executive compensation on an ongoing basis. Accordingly, Radford now serves at the discretion ofestablish our compensation committee. Ourlevels or make specific compensation committee engaged Radforddecisions with respect to assistour executive officers, including our NEOs. Instead, in developing an appropriatemaking its determinations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, to help us determine the appropriate levelextent that the executive positions at these

companies are considered comparable to our positions and informative of overall compensation for our executive officers,the competitive environment, as well as assessmore broad-based compensation surveys to gain a general understanding of market compensation levels.

Base salary is the only fixed component of our executive officers’ total cash compensation and provides competitive pay to attract and retain our executives. Generally, we use base salary to provide each separate element of compensation,executive officer with a goalspecified level of ensuringcash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests. Annual salary decisions are made in recognition of competitive data as well as the skills and experience that each individual brings to the Company and the performance contributions each makes.

Base salary changes in 2019 varied by executive due either to merit increases and/or market adjustments. The increases in 2019 were based on a review of market data from Radford for similar roles and positions within our compensation we offerpeer group and an assessment of the following factors: