Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2021, the board of directors (the “Board”) of CareDx, Inc. (the “Company”) appointed Hannah A. Valantine, M.D. as a Class I director of the Company. Dr. Valantine’s service on the Board commenced on July 1, 2021.
Dr. Valantine currently serves as Professor of Medicine at Stanford University School of Medicine, where she has been a faculty member since 1987. From April 2014 to September 2020, Dr. Valantine served as Chief Officer for Scientific Workforce Diversity at the National Institutes of Health, and as a Senior Investigator in the Intramural Research Program at the National Heart, Lung, and Blood Institute. From November 2004 to April 2014, Dr. Valantine was Professor of Cardiovascular Medicine and the Senior Associate Dean for Diversity and Leadership at Stanford. In collaboration with her colleagues at Stanford, Dr. Valantine co-invented the technology for donor derived cell-free DNA for diagnosis of transplant rejection, which is currently licensed and used to monitor patients for early detection of acute rejection. Dr. Valantine also serves as Principal and Founder of HAV LLC, a consulting company for diversity, equity and inclusion that she founded in January 2021. Dr. Valantine has served as a member of the board of directors of Pacific Biosciences of California, Inc. since June 2021. Dr. Valantine received a Bachelor of Science degree in Biochemistry from London University, Chelsea College and a Bachelor of Medicine degree and Bachelor of Science degree in Medicine from London University, St. Georges Hospital.
As a non-employee director, Dr. Valantine 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, paid on a quarterly basis (which Dr. Valantine can elect to take in the form of cash and/or shares of the Company’s common stock); 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. Valantine 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. Valantine in the same form as its standard form of indemnity agreement with its other directors.
There are no family relationships between Dr. Valantine 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. Valantine has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On June 30, 2021, the Company issued a press release announcing the appointment of Dr. Valantine to the Board. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | |
Exhibit
No. | | Description |
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| 99.1 | | Press release dated June 30, 2021 |
| |
| 104 | | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
