Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2019, the board of directors (the “Board”) of CareDx, Inc. (the “Company”) appointed Grace Colón, Ph.D. as a Class I director of the Company. Dr. Colón’s service on the Board commenced on July 1, 2019. Dr. Colón will serve as a member of the Science and Technology Committee of the Board.
Dr. Colón has served as President, Chief Executive Officer and Director of InCarda Therapeutics, Inc., a clinical stage company developing therapeutics for cardiovascular conditions since 2013. In addition to her role at InCarda, she is also Executive Chairman (formerly CEO) of ProterixBio, and is on the board of Cocoon Biotech. Previously, she served on the boards of Paradigm Diagnostics and PerceptiMed. She was formerly a partner at New Science Ventures and held various leadership roles at Intrexon Corporation, Gilead Sciences and Affymetrix. Earlier in her career, she was an engagement manager with McKinsey & Co. Dr. Colón received her B.S. in chemical engineering from the University of Pennsylvania and a Ph.D. in chemical engineering from the Massachusetts Institute of Technology.
As a non-employee director, Dr. Colón will be entitled to receive cash compensation and nondiscretionary, automatic grants of non-statutory stock options and restricted stock units and standard annual retainers for membership on the Board and the committees of the Board, as follows: an annual cash retainer of $40,000 for her service on the Board and an annual retainer of $5,000 for her service on the Science and Technology Committee, in each case paid on a quarterly basis; an initial stock option to purchase shares of our common stock having a grant date fair value of $150,000, rounded to the nearest whole share, which option will vest on a monthly basis over three years; and an award of restricted stock units having a grant date fair value of $150,000, rounded to the nearest whole share, which will vest in three equal, annual installments beginning with the first annual anniversary from the date of grant. In addition, under the Company’s current outside director compensation policy, on the first business day after each annual meeting of our stockholders, as a non-employee director, Dr. Colón will be automatically granted an option to purchase additional shares of our common stock having a grant date fair value of $100,000, rounded to the nearest whole share, and an award of restricted stock units having a grant date fair value of $100,000, rounded to the nearest whole share.
The Company also entered into an indemnification agreement with Dr. Colón in the same form as its standard form of indemnity agreement with its other directors.
There are no family relationships between Dr. Colón and any director or executive officer of the Company, and she was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Dr. Colón has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
On July 2, 2019, the Company issued a press release announcing the appointment of Dr. Colón to the Board. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
