cdna-20260427


	8000 Marina Boulevard, 4th Floor Brisbane, CA 94005

Notice of Annual Meeting

of Stockholders

Dear Stockholder:

You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of CareDx, Inc., a Delaware

corporation (“CareDx,” “we”, “us”, “our”, or the “Company”). The Annual Meeting will be held on Thursday, June 11, 2026 at 10:00

a.m. Pacific Time, virtually via live webcast at http://www.virtualshareholdermeeting.com/CDNA2026.

Meeting Details



Date & Time Thursday, June 11, 2026 at 10:00 a.m. Pacific Time	Location Virtually via live webcast at http://www.virtualshareholder meeting.com/CDNA2026	Record Date April 15, 2026

The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement:


1	To elect five directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;
2	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;
3	To approve, on an advisory basis, the compensation of our named executive officers;
4	To approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers;
5	To approve an amendment to our 2024 Equity Incentive Plan to increase the available shares reserved thereunder; and
6	To conduct any other business properly brought before the Annual Meeting and any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on April 15, 2026 as the record date for the Annual Meeting. Only

stockholders of record on April 15, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding

voting rights and the matters to be voted upon are more fully described in the accompanying proxy statement.

Table of Contents


Proxy Statement for 2026 Annual Meeting of Stockholders	1
Questions and Answers about the Annual Meeting . . . . . . . .	1
Proposal No. 1 Election Of Directors . . . . . . . . . . . . . . . . . . . . .	9
Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Vote Required; Board Recommendation . . . . . . . . . . . . . . . . .	9
Board of Directors and Corporate Governance . . . . . . . . . . .	10
Directors with Terms Expiring at the Annual Meeting- Nominees for Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Continuing Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Considerations in Evaluating Director Nominees . . . . . . . . . .	21
Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Board Diversity of Skills and Expertise . . . . . . . . . . . . . . . . . . .	22
Legal Proceedings with Directors . . . . . . . . . . . . . . . . . . . . . . . .	23
Agreements with Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Board and Committee Meetings . . . . . . . . . . . . . . . . . . . . . . . . .	23
Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Stockholder Recommendations for Nominations to the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Communications with the Board of Directors . . . . . . . . . . . . . .	28
Corporate Governance Guidelines and Code of Business Conduct and Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Clawback Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Insider Trading Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
Non-Employee Director Stock Ownership Policy . . . . . . . . . .	29
Executive Officer Stock Ownership Policy . . . . . . . . . . . . . . . .	29
Board of Directors’ Role in Risk Oversight . . . . . . . . . . . . . . . .	30
Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Director Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm . . . . . . . . .	34
Fees Paid to the Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
Auditor Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
Audit and Finance Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . .	35
Vote Required; Board Recommendation . . . . . . . . . . . . . . . . .	35
Audit and Finance Committee Report . . . . . . . . . . . . . . . . . . . .	36
Proposal No. 3 Advisory Vote on Executive Compensation	37
Vote Required; Board Recommendation . . . . . . . . . . . . . . . . .	37
Proposal No. 4 Advisory Vote on Frequency of Advisory Votes on Executive Compensation . . . . . . . . . . . . . . . . . . . . . .	38
Vote Required; Board Recommendation . . . . . . . . . . . . . . . . .	38


Proposal No. 5 Approval of an Amendment to 2024 Equity Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Information on Equity Compensation Plans as of March 31, 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
Taking Action to Reduce Burn Rate and Dilution . . . . . . . . . .	40
Key Features and Governance Practices . . . . . . . . . . . . . . . . .	43
Summary of the 2024 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
Form S-8 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . .	51
New Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . .	52
Vote Required; Board Recommendation . . . . . . . . . . . . . . . . .	54
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
Legal Proceedings with Executive Officers . . . . . . . . . . . . . . .	56
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . .	57
I. Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
II. Compensation Philosophy . . . . . . . . . . . . . . . . . . . . . . . . . . .	59
III. Compensation Determination Process . . . . . . . . . . . . . . . .	60
IV. Pay Components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
Compensation and Human Capital Committee Report . . . . .	70
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . .	71
Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . . . . . . . . . .	73
Outstanding Equity Awards at Fiscal Year-End . . . . . . . . . . . .	74
Option Exercises and Stock Vested . . . . . . . . . . . . . . . . . . . . .	78
Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78
Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	82
Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	83
Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . .	87
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91
Indemnification Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91
Rule 10b5-1 Sales Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91
Policies and Procedures for Related Party Transactions . . . .	91
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92
Delinquent Section 16(a) Reports . . . . . . . . . . . . . . . . . . . . . . .	92
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92
Note About Forward-Looking Statements . . . . . . . . . . . . . . . . .	92
Householding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92
Company Website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	93
Appendix A – 2024 Equity Incentive Plan (including Amendment No. 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	A-1
Appendix B – Amendment No. 2 to the 2024 Equity Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	B-1


CareDx Inc.	2026 Proxy Statement \| 1

Proxy Statement for 2026

Annual Meeting of Stockholders



Date & Time Thursday, June 11, 2026 at 10:00 a.m. Pacific Time	Location Virtually via live webcast at http://www.virtualshareholder meeting.com/CDNA2026	Record Date April 15, 2026

We sent you this proxy statement and the enclosed proxy card because the Board of Directors (“Board of Directors”) of CareDx,

Inc. (sometimes referred to as “we”, “CareDx” or the “Company”) is soliciting your proxy to vote at the Company’s 2026 annual

meeting of stockholders (the “Annual Meeting”) and any postponements, adjournments or continuations thereof. The Annual

Meeting will be held on Thursday, June 11, 2026 at 10:00 a.m. Pacific Time, virtually via live webcast at http://

www.virtualshareholdermeeting.com/CDNA2026. You are invited to attend the Annual Meeting and we request that you vote on the

proposals described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead,

you may complete, sign and return the enclosed proxy card or submit your proxy through the Internet or by telephone according to

the instructions contained in the enclosed proxy card.

The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement

and our annual report is first being mailed on or about April 27, 2026 to all stockholders entitled to receive notice of and to vote at

the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available upon request for inspection by any

stockholder, during ordinary business hours at our principal executive offices, for any purpose relating to the Annual Meeting for a

period of at least 10 days before the Annual Meeting.

Questions and Answers About the Annual Meeting

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.

What matters am I voting on?

You will be voting on:

•the election of five directors to hold office until the 2027 annual meeting of stockholders or until their successors are duly

elected and qualified;

•a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our

fiscal year ending December 31, 2026;

•a proposal to approve, on an advisory basis, the compensation of our named executive officers;

•a proposal to approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive

officers;

•a proposal to approve an amendment to our 2024 Equity Incentive Plan (as previously amended by Amendment No. 1,

the "2024 Plan") to increase the available shares reserved thereunder; and

•any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.


2 \| 2026 Proxy Statement	CareDx Inc.

Proxy Statement for 2026 Annual Meeting of Stockholders

How does our Board of Directors recommend that I vote?

Our Board of Directors recommends that you vote:

•FOR the election of each of the five directors nominated by our Board of Directors and named in this proxy statement to

serve for a one-year term;

•FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for

our fiscal year ending December 31, 2026;

•FOR the approval of the compensation paid to our named executive officers as disclosed in this proxy statement;

•FOR "1 Year" (annual vote) regarding the frequency of future advisory votes on the compensation of our named executive

officers; and

•FOR the approval of an amendment to our 2024 Plan to increase the available shares reserved thereunder.

Will there be any other items of business on the agenda?

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 concerning those items of business or other matters. The persons named on the

proxy card intend to vote the proxy in accordance with their best judgment. Our Board of Directors 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.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on April 15, 2026, the record date for the Annual Meeting (the “Record

Date”), are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our

common stock held as of the Record Date. Stockholders are not permitted to cumulate votes with respect to the election of

directors.

As of the Record Date, there were 51,547,801 shares of common stock outstanding and entitled to vote.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were

registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are the stockholder of

record for such shares. As the stockholder of record, you may vote either electronically at the Annual Meeting or by proxy.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on the

Record Date, your shares were held, not in your name, but rather in a stock brokerage account or by a bank or other nominee on

your behalf, then you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the

right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions your broker, bank or

other nominee provides. If you do not provide your broker, bank or other nominee with instructions on how to vote your shares,

your broker, bank or other nominee may, in its discretion, vote your shares with respect to routine matters but may not vote your

shares with respect to any non-routine matters. Please see “What if I do not specify how my shares are to be voted?” for

additional information.

Do I have to do anything in advance if I plan to attend the Annual Meeting?

The Annual Meeting will be a virtual audio meeting of stockholders, which will be conducted via live audio webcast. You are entitled

to participate in the Annual Meeting only if you were a holder of our common stock as of the close of business on the Record Date

or if you hold a valid proxy for the Annual Meeting.

To participate in the Annual Meeting, you will need the control number included on your proxy card or the Notice. The live audio

webcast will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online

check-in will begin at 9:45 a.m. Pacific Time and you should allow ample time for the check-in procedures.


CareDx Inc.	2026 Proxy Statement \| 3

Proxy Statement for 2026 Annual Meeting of Stockholders

How can I get help if I have trouble checking in or listening to the meeting online?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support

number that will be posted on the log-in page at http://www.virtualshareholdermeeting.com/CDNA2026.

How do I vote and what are the voting deadlines?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can vote in one of the following

ways:

•You may vote via the Internet or by telephone. To vote via the Internet or by telephone, follow the instructions provided

in the Notice. If you vote via the Internet or by telephone, you do not need to return a proxy card by mail. Internet and

telephone voting are available 24 hours a day. Votes submitted through the Internet or by telephone must be received

by 11:59 p.m. Eastern Time on June 10, 2026 at 1-800-690-6903, or the Internet at www.proxyvote.com.

•You may vote by mail. If you have received printed proxy materials by mail and would like to vote by mail, you need to

complete, date and sign the proxy card that accompanies this proxy statement and promptly mail it to the tabulation agent

in the enclosed postage-paid envelope so that it is received no later than June 10, 2026. You do not need to put a stamp

on the enclosed envelope if you mail it from within the United States. The persons named in the proxy card will vote the

shares you own in accordance with your instructions on the proxy card you mail.

•You may vote electronically at the Annual Meeting. If you plan to attend the Annual Meeting, please log into http://

www.virtualshareholdermeeting.com/CDNA2026 as a “Stockholder” using the control number available on your proxy card

or the Notice, and vote during the Annual Meeting following the instructions at http://www.virtualshareholdermeeting.com/

CDNA2026.

•Note: If you vote via the Internet, return a proxy card by mail or vote electronically at the Annual Meeting, but do not give

any instructions on a particular matter to be voted on at the Annual Meeting. John W. Hanna and Keith Kennedy, the

persons who have been designated as proxy holders by our Board of Directors, will vote the shares you own in

accordance with the recommendations of our Board of Directors. Our Board of Directors recommends that you vote FOR

the election of each of the five directors nominated by our Board of Directors and named in this proxy statement directors

to serve for a one-year term (Proposal No. 1), FOR the ratification of the appointment of Deloitte & Touche LLP as our

independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal No. 2), FOR the

approval of the compensation paid to our named executive officers as disclosed in this proxy statement (Proposal No. 3),

FOR "1 Year" (annual vote) regarding the frequency of future advisory votes on the compensation of our named executive

officers (Proposal No. 4), and FOR the approval of an amendment to our 2024 Equity Incentive Plan (Proposal No. 5) to

increase the available shares reserved thereunder.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of

shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other

nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker,

bank or other nominee how to vote your shares. The availability of Internet and telephone voting options will depend on the voting

process of your broker, bank or other nominee. As discussed above, if you are a beneficial owner, you may not vote your shares

electronically at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may revoke your proxy or

change your proxy instructions at any time before your proxy is voted at the Annual Meeting by:

•entering a new vote by Internet or telephone;

•signing and returning a new proxy card with a later date;

•delivering a written notice of revocation to our Corporate Secretary prior to the Annual Meeting; or

•attending the Annual Meeting and voting electronically.


4 \| 2026 Proxy Statement	CareDx Inc.

Proxy Statement for 2026 Annual Meeting of Stockholders

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your

shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or

revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. John W. Hanna and Keith Kennedy have been designated as

proxy holders by our Board of 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 Board of 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.

What if I do not specify how my shares are to be voted?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do

not provide voting instructions, your shares will be voted:

•FOR the election of each of the directors nominated by our Board of Directors and named in this proxy statement to serve

for a one-year term (Proposal No. 1);

•FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for

our fiscal year ending December 31, 2026 (Proposal No. 2);

•FOR the approval of the compensation paid to our named executive officers as disclosed in this proxy

statement (Proposal No. 3);

•FOR "ONE YEAR" (annual vote) regarding the frequency of future advisory votes on the compensation of our named

executive officers (Proposal No. 4);

•FOR the approval of an amendment to our 2024 Equity Incentive Plan (Proposal No. 5) to increase the available shares

reserved thereunder; and

•In the discretion of the named proxy holders regarding any other matters properly presented for a vote at the Annual

Meeting.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a beneficial owner and you

do not provide your broker, bank or other nominee that holds your shares with voting instructions, then your broker, bank or other

nominee will determine if it has discretion to vote on each matter. Brokers do not have discretion to vote on non-routine matters.

Proposal No. 1 (election of directors), Proposal No. 3 (approval of the compensation of our named executive officers), Proposal No.

4 (approval of the frequency of advisory votes on executive compensation) and Proposal No. 5 (approval of an amendment to our

2024 Equity Incentive Plan to increase the available shares reserved thereunder) are non-routine matters, while Proposal No. 2

(ratification of appointment of independent registered public accounting firm) is a routine matter. As a result, if you do not provide

voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee may not vote your shares with

respect to Proposal No. 1, Proposal No. 3, or Proposal No. 4, or Proposal No. 5, which would result in a “broker non-vote,” but

may, in its discretion, vote your shares with respect to Proposal No. 2. For additional information regarding broker non-votes, see

“What are the effects of abstentions and broker non-votes?” below.

What is a quorum?

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 (the “Bylaws”) and Delaware law. A majority of the shares of common stock outstanding and

entitled to vote, at the Annual Meeting 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 51,547,801 shares of common stock outstanding, which means that

25,773,901 shares of common stock must be represented virtually or by proxy at the Annual Meeting to have a quorum. If there is

no quorum, either the chairman or chairwoman of the meeting or a majority of the shares present at the Annual Meeting may

adjourn the meeting to a later date.


CareDx Inc.	2026 Proxy Statement \| 5

Proxy Statement for 2026 Annual Meeting of Stockholders

What are the effects of abstentions and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy

card or vote over the Internet or by telephone that such stockholder wishes to abstain from voting such stockholder’s shares, or if a

broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares

will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of

determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the

proposal requires the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting (e.g., Proposal

No. 2, Proposal No. 3, and Proposal No. 5). However, abstentions will have no impact on the outcome of Proposal No. 1 and No. 5

because they are not considered votes cast for such purposes.

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 are not considered votes cast or

entitled to vote on a proposal and therefore 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 Proposals Nos. 1 through 4.

How many votes are needed for approval of each proposal and how are votes counted?

•Proposal No. 1: We have a majority voting standard for uncontested elections of directors, which means that to be

elected, a director nominee must receive a majority of the votes cast, i.e. the number of shares voted FOR a director

nominee must exceed the votes cast AGAINST that nominee. You may (i) vote FOR each of the nominees, (ii)

WITHHOLD your vote as to each of the nominees, or (iii) vote FOR each of the nominees except for those specific

nominees from whom you WITHHOLD your vote. Abstentions and broker non-votes will have no impact on this proposal

as they are not considered votes cast for the foregoing purpose and will not be counted as a FOR or AGAINST vote for

this proposal. If you WITHHOLD your vote as to all nominees, you will be deemed to have abstained from voting on

Proposal No. 1, and such abstention will have no effect on the outcome of the proposal.

•Proposal No. 2: The ratification of the appointment of Deloitte & Touche LLP requires an affirmative vote of a majority of

the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be

approved. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal No. 2, the abstention will

have the same effect as a vote AGAINST the proposal.

•Proposal No. 3: The approval, on an advisory basis, of the compensation of our named executive officers requires an

affirmative vote of a majority of the shares of our common stock present virtually or by proxy at the Annual Meeting and

entitled to vote thereon to be approved. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on

Proposal No. 3, the abstention will have the same effect as a vote AGAINST the proposal. As an advisory vote, this

proposal is not binding. However, our Board of Directors and Compensation and Human Capital Committee will consider

the outcome of the vote when making future compensation decisions for our named executive officers.

•Proposal No. 4: The approval, on an advisory basis, of the frequency of advisory votes on the compensation of our

named executive officers will be determined by a plurality vote of the shares of our common stock present virtually or by

proxy at the Annual Meeting and entitled to vote thereon to be approved. The option receiving the highest number of

affirmative votes will be determined to be the preferred frequency. You may vote for "ONE YEAR," "TWO YEARS," or

"THREE YEARS", or you may ABSTAIN. If you ABSTAIN from voting on Proposal No. 4, the abstention will have no effect

on the outcome of the proposal. As an advisory vote, this proposal is not binding. However, our Board of Directors and

Compensation and Human Capital Committee will consider the choice that receives the most votes in making future

decisions regarding the frequency of future votes on the compensation program for our named executive officers.

•Proposal No. 5: The approval of an amendment to our 2024 Equity Incentive Plan to increase the available shares

reserved thereunder requires an affirmative vote of a majority of the shares of our common stock present virtually or by

proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote FOR, AGAINST or ABSTAIN. If

you ABSTAIN from voting on Proposal No. 5, the abstention will have the same effect as a vote AGAINST the proposal.


6 \| 2026 Proxy Statement	CareDx Inc.

Proxy Statement for 2026 Annual Meeting of Stockholders

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our Board of Directors 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 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 Innisfree M&A

Incorporated to help us solicit proxies. We will pay Innisfree M&A Incorporated $25,000 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.

Why did I receive the Notice instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy

materials, including this proxy statement and our annual report, primarily via the Internet. Stockholders may request to receive

proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We

encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental

impact of our annual meetings of stockholders.

What does it mean if I received more than one Notice?

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.

Who will count the votes?

The votes will be counted, tabulated and certified by Broadridge Financial Solutions, Inc.

Is my vote confidential?

Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This 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.

Do CareDx’s executive officers and directors have an interest in any of the matters to be acted upon at the

Annual Meeting?

Dr. Cohen, Mr. Riggsbee, Mr. Gunasekaran, Mr. Goldberg and Mr. Hanna each have an interest in Proposal No. 1 (election of

directors), as each nominee is currently a member of our Board of Directors. Members of our Board of Directors and our executive

officers do not have any interest in Proposal No. 2 (ratification of appointment of independent registered public accounting firm).

Our executive officers have an interest in Proposal No. 3 (approval of the compensation of our named executive officers), as

compensation for our current and former executive officers is subject to this vote. Additionally, our executive officers have an

interest in Proposal No. 4 (approval of the frequency of advisory votes on executive compensation), as the outcome of this vote

impacts how frequently we will conduct advisory votes on executive compensation. Members of our Board of Directors and our

executive officers have an interest in Proposal No. 5 (approval of an amendment to our 2024 Equity Incentive Plan to increase the

available shares reserved thereunder), as each would be eligible to receive equity awards under the plan.

Will members of the Board of Directors attend the Annual Meeting?

We encourage, but do not require, the members of our Board of Directors to attend the Annual Meeting. Those who do attend will

be available to answer appropriate questions from stockholders.


CareDx Inc.	2026 Proxy Statement \| 7

Proxy Statement for 2026 Annual Meeting of Stockholders

I share an address with another stockholder, and we received only one paper copy of the proxy materials.

How may I obtain an additional copy of the proxy materials?

We are sending only one annual report and proxy materials to multiple stockholders who share the same address unless we

received contrary instructions from one or more of the stockholders. This practice, 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 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:

CareDx, Inc.

Attention: Corporate Secretary

8000 Marina Boulevard, 4th Floor

Brisbane, CA 94005

(415) 287-2300

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

householding.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current

Report on Form 8-K (“Form 8-K”) that we expect to file within four business days after the Annual Meeting. If final voting results are

not available to us by such date, we intend to file a Form 8-K to publish preliminary results and, within four business days after the

final results are known to us, file an amendment to the Form 8-K to publish the final results.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to

nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of

stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to

be considered for inclusion in our proxy statement for our 2027 annual meeting of stockholders, our Corporate Secretary must

receive the written proposal at our principal executive offices no later than December 30, 2026. In addition, stockholder proposals

must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be

addressed to:

CareDx, Inc.

Attention: Corporate Secretary

8000 Marina Boulevard, 4th Floor

Brisbane, CA 94005

Our 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 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 our Board of 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 Bylaws.


8 \| 2026 Proxy Statement	CareDx Inc.

Proxy Statement for 2026 Annual Meeting of Stockholders

To be timely for our 2027 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal

executive offices:

•not earlier than February 13, 2027; and

•not later than March 15, 2027.

In the event that we hold our 2027 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:

•the 90th day prior to such annual meeting; or

•the 10th day following the day on which public announcement of the date of such annual meeting is first made.

If a stockholder who has notified us of such stockholder’s intention to present a proposal at an annual meeting does not appear to

present such stockholder’s proposal at such annual meeting, we are not required to present the proposal for a vote at such annual

meeting.

In addition, pursuant to Rule 14a-19 of the Exchange Act (“Rule 14a-19”), the SEC’s universal proxy rule, notices of a solicitation of

proxies in support of director nominees other than our own nominees must be postmarked or electronically submitted no later than

April 12, 2027, and each nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other

things, that such notice include a statement that such person intends to solicit the holders of shares representing at least 67% of

the voting power of shares entitled to vote on the election of directors. If, however, the date of the 2027 annual meeting of

stockholders is more than 30 days before or after June 11, 2027, then the Rule 14a-19 deadline shall be the later of 60 calendar

days prior to the date of the 2027 annual meeting of stockholders or the 10th calendar day following the day on which we first make

a public announcement of the date of our 2027 annual meeting of stockholders. A nomination that does not comply with the

requirements set forth in the Certificate of Incorporation and Bylaws will not be considered for presentation at the annual meeting.

We intend to file our proxy statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2027

annual meeting of stockholders.

Nomination of Director Candidates

You may propose director candidates for consideration by our Governance and Nominating Committee. Any such

recommendations should include the nominee’s name and qualifications for membership on our Board of Directors and should be

directed to our Corporate 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 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 Bylaws. The stockholder must also give timely notice to our

Corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Corporate

Secretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to

be included in a proxy statement.

Availability of Bylaws

A copy of our Bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact

our Corporate Secretary at our principal executive office for a copy of the relevant Bylaw provisions regarding the requirements for

making stockholder proposals and nominating director candidates.


CareDx Inc.	2026 Proxy Statement \| 9

Proposal No. 1

Election of Directors

Our Board of Directors is currently composed of ten members. In accordance with our amended and restated certificate of

incorporation (the “Certificate of Incorporation”), our Board of Directors is currently divided into three classes with staggered three-

year terms. At the Annual Meeting, three Class II directors and two Class III directors will be elected for a one-year term to succeed

the same classes whose term is then expiring. Following the Annual Meeting, our Board of Directors will be composed of eight

members.

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. The current classification of our Board of Directors may have

the effect of delaying or preventing changes in control of our company. However, our Certificate of Incorporation provides for the

gradual elimination of the classification of our Board of Directors and provides for the annual election of all directors beginning at

our 2027 annual meeting of stockholders.

Peter Maag, Ph.D. and Arthur A. Torres are not standing for re-election at the Annual Meeting and therefore, effective as of

immediately following the Annual Meeting, the number of authorized directors on our Board of Directors will be decreased to eight.

The Board of Directors thanks Dr. Maag for his more than thirteen years of service to CareDx and his invaluable contributions to

the Board of Directors. The Board of Directors also thanks Mr. Torres for his more than four years of service to CareDx and his

invaluable contributions to the Board of Directors.

Nominees

Our Governance and Nominating Committee has recommended, and our Board of Directors has approved, Fred E. Cohen, M.D.,

D. Phil, R. Bryan Riggsbee and Suresh Gunasekaran as nominees for election as Class II directors, and Michael D. Goldberg and

John W. Hanna as nominees for election as Class III directors, at the Annual Meeting. If elected, each nominee will serve until the

2027 annual meeting of stockholders or until their successors are duly elected and qualified. Each of the nominees is currently a

director of our 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 Dr. Cohen, Mr. Riggsbee, Mr. Gunasekaran,

Mr. Goldberg and Mr. Hanna. We expect that each nominee 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 Board of Directors 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.

Vote Required; Board Recommendation

The election of directors requires the affirmative vote of a majority of the votes cast by stockholders present virtually or by proxy at

the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on this proposal.



		Our Board of Directors recommends a vote “FOR” the election of each of the five directors nominated by our Board of Directors and named in this Proxy Statement to serve for a one-year term.


10 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors

and Corporate Governance

Our business affairs are managed under the direction of our Board of Directors, which is currently composed of 10 members. As

noted above, our Certificate of Incorporation provides for the gradual elimination of the classification of our Board of Directors and

provides for the annual election of all directors beginning at our 2027 annual meeting of stockholders. Consistent with this, at the

Annual Meeting, five directors will be elected for a one-year term.

The following table sets forth the name, age as of April 15, 2026 and certain other information of each of our directors:


Directors with Terms Expiring at the Annual Meeting	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated

Director Nominees
Fred E. Cohen, M.D., D. Phil(4)	II	69	Director	2003	2026	2027
R. Bryan Riggsbee(2)	II	55	Director	2024	2026	2027
Suresh Gunasekaran	II	50	Director	2025	2026	2027
Michael D. Goldberg	III	68	Chairman of the Board of Directors	2011	2026	2027
John W. Hanna	III	46	Director	2024	2026	2027
Departing Directors
Peter Maag, Ph.D.(4)	III	59	Director	2012	2026	—
Arthur A. Torres(3)	III	79	Director	2021	2026	—
Continuing Directors
George W. Bickerstaff, III(1)(2)(3)	I	70	Director	2014	2027	—
Christine M. Cournoyer(1)(2)	I	74	Director	2019	2027	—
Hannah A. Valantine, M.D.(3)(4)	I	74	Director	2021	2027	—

(1)Member of our Compensation and Human Capital Committee

(2)Member of our Audit and Finance Committee

(3)Member of our Governance and Nominating Committee

(4)Member of our Technology and Innovation Committee


CareDx Inc.	2026 Proxy Statement \| 11

Board of Directors and Corporate Governance

Director Nominees with Terms Expiring at the Annual Meeting



	Fred E. Cohen, M.D., D. Phil Independent Director Age: 69 Independent Director since: 2014 Committees: •Technology and Innovation Committee			Professional Experience •Founder & Chairman, Monograph Capital Partners (2021 - Present) •Founder & Senior Managing Director, Vida Ventures (2017 - Present) •Senior Advisor & Retired Partner, TPG (2001 - Present) •Professor (Cellular and Molecular Pharmacology), University of California, San Francisco (UCSF) (1988 - 2016)


				Key Skills & Qualifications •Relevant Industry Experience: Dr. Cohen’s thought leadership in biotechnology as an elected member of the National Academy of Medicine of the National Academy of Sciences and fellow of the American College of Physicians, among other organizations, and experience as Professor of Cellular and Molecular Pharmacology at UCSF, is an asset to the Board in assessing the firm’s strategy. •Investment, Finance or Accounting Experience: As founder and Senior Managing Director of Vida Ventures and as a Partner and more recently a Senior Advisor at TPG, Dr. Cohen is well-versed in investment and financial matters specific to biotechnology companies. •Public Company Board or Governance Experience: Dr. Cohen has served on multiple public boards and committees including most recently at Progyny, Intellia Therapeutics and Urogen Pharma.


				Other Boards •Director, Kyverna Therapeutics (2020 - Present) •Director, Progyny (Nasdaq: PGNY) (2019 - 2025) •Director, Intellia Therapeutics (Nasdaq: NTLA) (2019 - Present) •Director, Urogen Pharma (Nasdaq: URGN) (2017 - 2024) •Director, Novotech (2017 - Present) •Director, Tandem Diabetes (Nasdaq: TNDM) (2013 - 2019) •Director, Biocryst (Nasdaq: BCRX) (2013 - 2019) •Director, Five Prime Therapeutics (Nasdaq: FPRX) (2013 - 2018) •Director, Veracyte (Nasdaq: VCYT) (2013 - 2019) •Director, Roka Biosciences (Nasdaq: ROKA) (2014 - 2017) •Director, Quintiles (NYSE: Q) (merged with IQVIA Holdings) (2013 - 2015) •Director, Genomic Health (Nasdaq: GHDX) (acquired by Exact Sciences) (2005 - 2019) •Director, Matrix Laboratories (2004 - 2009)


				Current Organizations •Member, American Academy of Arts and Sciences •Fellow, National Academy of Medicine •Fellow, American Medical Informatics Association


				Previous Organizations •Trustee, Autistica •Fellow, American College of Physicians •Member, Association of American Physicians •Fellow, Western Association of Physicians •Member, American Society for Clinical Investigation


				Education •Ph.D., Oxford University •M.D., Stanford University •B.S., Yale University


CareDx Inc.	2026 Proxy Statement \| 13

Board of Directors and Corporate Governance



	Suresh Gunasekaran Independent Director Age: 50 Independent Director since 2025			Professional Experience •President and CEO, UCSF Health (2022 - Present) •CEO and the Associate Vice President, University of Iowa Hospitals & Clinics (2018 - 2022) •Senior Executive Officer, Southwestern Health Resources Population Health Services Company (2017 - 2018) •Associate Vice President, Health System Affairs & CIO, Southwestern Medical Center (2004 - 2014) •Chief Operations Officer, UT Southwestern Medical Center (2015 - 2018)


				Key Skills & Qualifications •Relevant Industry Experience: Mr. Gunasekaran brings more than 20 years of executive leadership experience in healthcare administration and information technology, including as President and Chief Executive Officer of UCSF Health and previously as Chief Executive Officer of University of Iowa Hospitals & Clinics. His track record leading large, complex academic medical centers—along with prior roles as Chief Information Officer and Chief Operations Officer at UT Southwestern and leadership experience at Vanderbilt Children’s Hospital—provides the Board with valuable perspective on healthcare delivery, operational excellence, technology-enabled innovation, and growth strategy.


				Current Organization •CEO, UCSF Health


				Previous Organizations •University of Iowa Hospitals & Clinics •Southwestern Health Resources Population Health Services Company •Southwestern Medical Center


				Education •M.B.A., Southern Methodist University


14 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance



	Michael Goldberg Chairman of the Board of Directors Age: 68 Independent Director since 2011			Professional Experience •Partner, Mohr Davidow Ventures (2005 - 2011) •Founder & CEO, Axion (1987 - 1995) (acquired by Bristol-Myers Squibb, NYSE: BMS) •Partner, Sevin Rosen Management Company (1985 - 1987) •Director (Corporate Development), Cetus Corporation (1981 - 1985)


				Key Skills & Qualifications •Relevant Industry Knowledge: Mr. Goldberg has a track record of leadership in healthcare, as the former CEO of Axion and a founding and a former Board member of the California Institute for Regenerative Medicine. Mr. Goldberg is also a former director of Cetus Corporation, which developed the foundational PCR technology for precision medicine. •Public Company Board or Governance Experience: As a director at multiple public companies, Mr. Goldberg has extensive experience working with management teams and Board members on business matters and governance policies. •Business and Operations Leadership Experience: Mr. Goldberg’s experience as founder and CEO of Axion, as well as Executive Chair at DNAnexus and Senior Executive and Venture Capital Investor with numerous companies in the Life Sciences industry, helps the Board develop and oversee our operations and business strategy.


				Other Boards •Executive Chairman & Director, DNAnexus (2013 - Present) •Chairman, YorLabs (2018 - Present) •Chairman, iRhythm Technologies (Nasdaq: IRTC) (2007 - 2010) •Chairman, Crescendo Biosciences (2007 - 2010) (acquired by Myriad Genetics, Nasdaq: MYGN) •Director, eHealth (Nasdaq: EHTH) (1999 - 2021) •Director, Genomic Health (acquired by Exact Sciences, Nasdaq: EXAS) (2001 - 2007)


				Previous Organizations •Founding Board Member, California Institute for Regenerative Medicine •Board Member, Western Association of Venture Capitalists •Advisory Board Member, Harvard Center for Genetics and Genomics •Advisory Board Member, Berkeley Center for Law and Technology •Advisory Board Member, UCSF Center for Translational and Policy Research on Personalized Medicine •Advisory Board Member, Stanford Distinguished Careers Institute •Trustee, National Childhood Cancer Foundation


				Education •M.B.A., Stanford Graduate School of Business •B.A., Brandeis University


CareDx Inc.	2026 Proxy Statement \| 15

Board of Directors and Corporate Governance



	John W. Hanna Director, President and Chief Executive Officer of CareDx Age: 46 Director since 2024			Professional Experience •President and Chief Executive Officer, CareDx, Inc. (2024 - Present) •Vice President, Corporate Development (Pacific Biosciences of California, Inc. (2023 – 2024) •CEO, Apton Biosystem, Inc. (2021 – 2023) •Chief Commercial Officer, Veracyte, Inc. (2011 – 2021)


				Key Skills & Qualifications •Relevant Industry Knowledge: Mr. Hanna has over two decades of experience in the molecular diagnostics and life sciences tools industries. •Business and Operations Leadership Experience: Mr. Hanna previously served as CEO of Apton Biosystems, Inc. where he led the development of a high throughput next-generation sequencing (NGS) platform for liquid biopsy and other clinical applications. The company was acquired by Pacific Biosciences of California, Inc. in August 2023, where he served as Vice President of Corporate Development. Mr. Hanna previously spent ten years at Veracyte, Inc., an oncology diagnostics company in the fields of thyroid, lung, breast, and prostate cancer, where he held numerous roles including Chief Commercial Office and Vice President of Marketing. Prior to Veracyte, Mr. Hanna held leadership roles at Humana and IBM.


				Current Organization •CareDx, Inc.


				Previous Organizations •Pacific Biosciences of California, Inc. •Apton Biosystem, Inc. •Veracyte, Inc.


				Education •M.B.A., University of Miami •B.S. (Political Science), Hampden Sydney College


16 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance

Continuing Directors



	George W. Bickerstaff, III Independent Director Age: 70 Independent Director since 2014 Committees: •Audit & Finance Committee •Governance & Nominating Committee •Compensation & Human Capital Committee			Professional Experience •Partner & MD, M.M. Dillon & Co. (2005 - Present) •CFO, Novartis Pharma AG (2000 - 2005) •EVP & CFO, Workspace (1999 - 2000) •EVP & CFO, Uniscribe Professional Services (1998 - 1999) •EVP & CFO, Intellisource Group (1998) •Vice President (Finance), Cognizant (1997) •CFO, IMS Health (1990 - 1997) •Senior Vice President (Finance), Dun & Bradstreet (NYSE: DNB) (1985 – 1989) •Auditor & Engineer, General Electric (1978 - 1984)


				Key Skills & Qualifications Mr. Bickerstaff was selected to serve on the Board based on his extensive experience in financial leadership, healthcare operations, and public company governance. He has served as Chief Financial Officer for multiple global healthcare and life sciences organizations and has significant expertise in financial reporting, capital markets, mergers and acquisitions, and risk management. Mr. Bickerstaff also brings substantial experience in public company board service, including audit, finance, and governance oversight at publicly traded biotechnology and healthcare companies. The Board believes his background provides valuable perspective in overseeing financial integrity, strategic transactions, and regulatory risk.


				Other Boards •Director, InCarda Therapeutics (2020 - 2023) •Director, Innoviva (Nasdaq: INVA) (2017 - 2023) •Director, RoosterBio (2017 - 2020) •Chairman, Optical Academy (2017 - 2019) •Independent Chairman, Cardax (2016 - 2021) •Director, Aegis Health Analytics (2014 - 2016) •Director, Sio Gene Therapies (Nasdaq: SIOX) (2018 - 2020) •Director, Inovio Pharmaceuticals (Nasdaq: INO) (2017 - 2018) •Director, Ariad Pharmaceuticals (Nasdaq: ARIA) (2016 - 2017) •Director, Viventia Bio Inc. (2015 - 2017) •Director, Cyclica Inc. (2010 - 2014) •Director, BMP Sunstone (Nasdaq: BJGP) (2008 - 2009) •Director, Vion Pharmaceuticals (Nasdaq: VION) (2005 - 2008) •Director, Amazys Holding (2005 - 2006)


				Current Organizations •Founding Member, The Global Leaders •Chairman, International Vaccine Institute


				Previous Organizations •Vice Chairman, International Centre for Missing & Exploited Children •Chairman, Global Oncology •Director, Center for Disease Dynamics, Economics & Policy Inc. •Director, Gavi, the Vaccine Alliance


				Education •B.S., Rutgers University •B.A., Rutgers University


CareDx Inc.	2026 Proxy Statement \| 17

Board of Directors and Corporate Governance



	Christine M. Cournoyer Independent Director Age: 74 Independent Director since 2019 Committees: •Audit & Finance •Compensation & Human Capital (Chairwoman)			Professional Experience •Chairman & CEO, N-of-One (2012 - 2019) •Vice President (Clinical Analytics), Optum (part of UnitedHealth Group) (2010 - 2011) •President & COO, Picis (acquired by UnitedHealth Group) (2006 - 2010) •Managing Director (Solutions), Harte-Hanks (2005 - 2006) •CIO & Division Vice President, IBM (NYSE: IBM) (1995 - 2002) •SVP, CIO, Lotus Development (1994 - 1995)


				Key Skills & Qualifications •Relevant Industry Knowledge: Ms. Cournoyer has extensive experience as an executive in the life sciences industry and healthcare technology, including at N-of-One, Optum and Picis. •M&A or Corporate Development Experience: Ms. Cournoyer has led or contributed to two transformative M&A transactions - while CEO at N-of-One, Ms. Cournoyer led the strategic sales process and successful sale to QIAGEN, and while at Picis, she contributed to Picis’ sale to UnitedHealth Group in an executive capacity. •Investment, Finance or Accounting Experience: Ms. Cournoyer managed P&L, raised capital and managed cash operations for different organizations including N-of-One, Picis and IBM, among others. •Risk Management: As a former CIO, Ms. Cournoyer has a deep understanding of IT controls and cyber security.


				Other Boards •Chairman, Spok Holdings (Nasdaq: SPOK) (2022 - Present) •Director, Emerson Hospital (2012 - 2018) •Director, BJ’s Wholesale Club (NYSE: BJ) (2008 - 2011) •Director, GTEC (2003 - 2006) •Director, Lightbridge (Nasdaq: LTBR) (2002 - 2003) •Director, Stride Rite (Nasdaq: LRN) (2001 - 2007)


				Current Organizations •Editorial Board Member, Clinical OMICs •Board of Advisors, Manning School of Business •Member, Madam Chair


				Education •M.A., Northeastern University •B.S., University of Massachusetts Lowell


18 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance



	Hannah A. Valantine, M.D. Independent Director Age: 74 Independent Director since 2021 Committees: •Governance & Nominating Committee •Technology and Innovation Committee (Chairwoman)			Professional Experience •Professor of Medicine, Stanford School of Medicine (2000 - Present) •Chief Officer (Scientific Workforce Diversity), National Institutes of Health (2014 - 2020) •Senior Associate Dean for Diversity and Leadership, Stanford School of Medicine (2005 - 2014) •Assistant Professor of Medicine, Stanford School of Medicine (1987 - 2000) •Registrar, Hammersmith Hospitals NHS Trust


				Key Skills & Qualifications •Relevant Industry Knowledge: Dr. Valantine has more than thirty-five years of expertise in transplant medicine. She is an international leader in the development and application of genomic-based diagnostics for acute rejection, having led the first ever randomized controlled trial of gene- expression profiling published in the New England Journal of Medicine, setting the stage for FDA approval. She further advanced the field by publishing the first application of donor-derived cell-free DNA as a sensitive and specific biomarker for heart transplant rejection, an approach that has become widely adopted across all other solid organ transplants. Her pioneering work across several platforms has enabled the advancement of a multi-modality approach to molecular diagnostics services. •ESG: Dr. Valantine’s experience in ESG matters spans more than two decades. She is nationally recognized for her transformative approaches to enhancing both gender and racial diversity among faculty. As the inaugural Senior Associate Dean for Diversity and Leadership at Stanford University School of Medicine, and then as the inaugural NIH Chief Officer for scientific workforce diversity, she has built and disseminated successful national programs to ensure both workforce diversity and health equity across the NIH research ecosystem.


				Other Boards •Director, BridgeBio Pharma (Nasdaq: BBIO) (2021 - Present) •Director, Pacific Biosciences (Nasdaq: PACB) (2021 - Present)


				Current Organizations •Founder & Principal, HAV •Member, National Academy of Medicine •Member, Stanford Cardiovascular Institute


				Previous Organizations •President (Western State Affiliation), American Heart Association


				Education •M.D., London University •Fellowship, Stanford University •M.B.B.S., London University


CareDx Inc.	2026 Proxy Statement \| 19

Board of Directors and Corporate Governance

Non-Continuing Directors



	Peter K. Maag, Ph.D. Independent Director Age: 59 Independent Director since 2024 Committees: •Technology and Innovation Committee			Professional Experience •CEO, Kyverna Therapeutics (Nasdaq: KYTX) (2022 - 2024) •Executive Chairman, CareDx (Nasdaq: CDNA) (2020 - 2021) •CEO & President, CareDx (Nasdaq: CDNA) (2012 - 2020) •Division President, Novartis Diagnostics AG (NYSE: NVS) (2009 - 2012) •CEO & Country President, Novartis AG, Germany (NYSE: NVS) (2006 - 2008) •CEO & Country President, Novartis AG, Korea (2003 - 2005) •Head of Division (Franchise Infectious Diseases), Novartis AG (2002 - 2003) •Head of Strategy (Pharma Division), Novartis AG (2001 - 2002) •Associate Principal, McKinsey & Company (1994 - 2001)


				Key Skills & Qualifications •Business and Operations Leadership Experience: Dr. Maag’s 20+ years of executive management experience in the pharmaceutical and diagnostic industry including as former CEO of CareDx and as President of Diagnostics qualify him to advise the Board on matters specific to CareDx’s business and strategy. •Risk Management: Dr. Maag has deep expertise in risk management as he has served as a director of multiple healthcare companies, including Novartis, MiroMatrix Medical, and as the former Chairman and CEO of CareDx. •M&A or Corporate Development Experience: Dr. Maag served in positions at Novartis Pharma and Novartis Diagnostics including as Head of Strategy where he was instrumental in the global growth of the organization. During his tenure at CareDx, he has led multiple acquisitions and financial transactions.


				Other Boards •Director, Kyverna Therapeutics (2022 - 2024) •Director, MiroMatrix Medical (2021 - 2023), MiroMatrix was acquired by United Therapeutics (Nasdaq: UTHR) in December 2023 •Director, Phoenix Pharmahandel (2012 - Present) •Director, MolecularMD (2012 - 2020) •Director, Chiron France (2009 - 2012) •Director, Novartis AG, Germany (2006 - 2008) •Director, Zuellig Pharma (2003 - 2005) •Director, Novartis, Korea (2003 - 2005)


				Current Organizations •Director, Personalized Medicine Coalition •Director, BluLake Ventures LLC


				Education •Ph.D., University of Berlin •MSc, University of Heidelberg, University of London


20 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance



	Arthur A. Torres Independent Director Age: 79 Independent Director since 2021 Committees: •Governance & Nominating Committee (Chairman)			Professional Experience •Regent Emeritus University of California Board of Regents •Vice Chair Emeritus, California Institute for Regenerative Medicine •Director, San Francisco Municipal Transportation Agency (2017 - 2020) •President & Member, San Francisco Public Utilities Commission (2010 - 2014) •Member Covered California Board of Directors •Chairman, California Democratic Party (1996 - 2009) •Senator, California State Senate (1982 - 1994) •Chair, California Senate Insurance Committee •Chair, California Senate Toxics Committee •Assembly Member, California State Assembly ( 1974 - 1982) •Chair, California Assembly Health Committee (1978 - 1994)


				Key Skills & Qualifications •Regulatory and Legal Experience: Mr. Torres’ extensive career in politics and government and background in law qualifies him to advise on regulatory and legal matters. •Relevant Industry Knowledge: As Chair of the California Assembly Health Committee and California Senate Insurance Committee and the Vice Chair of One Legacy, an organ transplant foundation, Mr. Torres has the experience necessary to set strategy for our organization. •ESG: During his tenure in the California state legislature, Mr. Torres worked to provide a voice for his constituents as co-author of the California Clean Water Act and consultant on immigration reform, among other initiatives.


				Current Organization •Lifeguard Health Networks, Member, Board of Directors •PFM, Board Member, Member Audit Committee


				Previous Organizations •Vice Chair Emeritus, California Institute for Regenerative Medicine •Vice Chair, Emeritus, One Legacy, an Organ Transplant Foundation •Alumni Regent & President Emeritus, University of California Alumni Association •Alumni Regent Emeritus, University of California •Board Member Emeritus, Covered California •Fellow, German Marshal Fund •JFK Teaching Fellow, Harvard University •Visiting Professor, University of San Francisco School of Nursing


				Education •J.D., University of California Davis School of Law •B.A. (Government), University of California Santa Cruz


CareDx Inc.	2026 Proxy Statement \| 21

Board of Directors and Corporate Governance

Considerations in Evaluating Director Nominees

Our Governance and Nominating Committee uses a variety of methods for identifying and evaluating director nominees. In its

evaluation of director candidates, our Governance and Nominating Committee will consider the composition of our Board of

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 Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable

committee meetings. Our Governance and Nominating Committee requires the following minimum qualifications to be satisfied by

any nominee for a position on our Board of 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 Board of 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 Board

of Directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Other than the

foregoing, there are no stated minimum criteria for director nominees, although our Governance and Nominating 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 Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes

that our Board of Directors should be a diverse body in terms of experiences and backgrounds, and our Governance and

Nominating Committee considers a broad range of factors in identifying new nominees. In determining nominations of directors, our

Governance and Nominating Committee may take into account the benefits of varying viewpoints, industry experience, academic

experience, and educational backgrounds. Our Governance and Nominating Committee also considers these and other factors as

it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director

candidates, our Governance and Nominating Committee recommends to our full Board of Directors the director nominees for

selection.

Director Independence

Our common stock is listed on the Nasdaq Global Market. Under the rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”),

independent directors must comprise a majority of a listed company’s Board of Directors. In addition, the Nasdaq Rules require

that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate

governance committees be independent. Under the Nasdaq Rules, a director will only qualify as an “independent director” if, in the

opinion of the listed company’s Board of Directors, the director does not have a relationship that would interfere with the exercise of

independent judgment in carrying out the responsibilities of a director.

Audit and Finance Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act

and the Nasdaq Rules. In addition, Compensation and Human Capital Committee members must satisfy the independence criteria

set forth in Rule 10C-1 under the Exchange Act and the Nasdaq Rules.

Our Board of Directors has undertaken a review of the independence of each director and considered whether such director has a

material relationship with us that could compromise the director’s ability to exercise independent judgment in carrying out the

director’s responsibilities. As a result of this review, our Board of Directors has determined that Mr. Goldberg, Mr. Bickerstaff, Dr.

Cohen, Dr. Maag, Ms. Cournoyer, Mr. Gunasekaran, Mr. Riggsbee, Senator Torres and Dr. Valantine are “independent directors”

as defined under the applicable rules and regulations of the SEC and the Nasdaq Rules. Accordingly, all of the members, including

the chairman or chairwoman, of each of the Audit and Finance Committee, the Compensation and Human Capital Committee, and

the Governance and Nominating Committee are independent directors.


22 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance

Board Leadership Structure

Our Board of Directors has an independent Chairman, Mr. Goldberg, and we believe that having independent leadership is an

important component of our governance structure. Our independent Chairman has authority, among other things, to preside over

Board of Directors meetings, including meetings of the independent directors, and to call special meetings of our Board of

Directors. Accordingly, the independent Chairman has substantial ability to shape the work of our Board of Directors. We currently

believe that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight

of management’s performance, increasing management accountability and improving the ability of our Board of Directors to

monitor whether management’s actions are in the best interests of our Company and our stockholders.

In addition, we believe that separation of the roles of Chairman and Chief Executive Officer enhances the accountability of our

Chief Executive Officer to our Board of Directors and encourages balanced decision making. While our Chief Executive Officer is

responsible for our day-to-day leadership and operations, our independent Chairman provides guidance to our Board of Directors

and sets the agenda for the meetings of the Board of Directors.

However, no single leadership model is right for all companies and at all times. Our Board of Directors recognizes that, depending

on the circumstances, other leadership models, such as combining the role of Chairman with the role of Chief Executive Officer,

might be appropriate. Accordingly, our Board of Directors periodically reviews its leadership 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.

Board Diversity of Skills and Expertise

The Board of Directors believes its current composition provides an appropriate balance of industry expertise, financial experience,

and operational leadership, enabling effective oversight of the Company’s strategy, risk management, and long-term value

creation.

The following is an overview of the collective experiences, qualifications and attributes of our Board of Directors. Please see the

sections titled “Directors with Terms Expiring at the Annual Meeting-Nominees for Director” and “Continuing Directors” for individual

details regarding the experience and expertise of each of our directors.


Director Skills / Qualifications	Goldberg	Bickerstaff	Cohen	Cournoyer	Gunasekaran	Hanna	Maag	Riggsbee	Torres	Valantine	Board Composition

Relevant Industry Knowledge	l	l	l	l	l	l	l	l	l	l	10 of 10
Business and Operations Leadership Experience	l	l	l	l	l	l	l	l			8 of 10
Investment, Finance or Accounting Experience	l	l	l	l	l	l	l	l	l		9 of 10
Public Company Board or Governance Experience	l	l	l	l	l	l	l	l	l		9 of 10
Risk Management	l	l	l	l	l	l	l	l			8 of 10
M&A or Corporate Development Experience	l	l	l	l	l	l	l	l			8 of 10
Regulatory and Legal Experience	l	l	l	l	l	l	l	l	l		9 of 10
Female				l						l	2 of 10
Independent	l	l	l	l	l		l	l	l	l	9 of 10


CareDx Inc.	2026 Proxy Statement \| 23

Board of Directors and Corporate Governance

Legal Proceedings with Directors

There are no legal proceedings related to any of the directors or director nominees that require disclosure pursuant to Items 103

or 401(f) of Regulation S-K.

Agreements with Directors

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.

Board and Committee Meetings

During fiscal year 2025, our Board of Directors held six meetings (including regularly scheduled and special meetings), and took

action by written consent. Each director attended at least 97% of the aggregate of (i) the total number of meetings of our Board of

Directors held during the period for which he or she served as a director, and (ii) the total number of meetings held by the Audit and

Finance Committee, Compensation and Human Capital Committee, and Governance and Nomination Committee of our Board of

Directors on which he or she served during the periods that he or she served.

It is the policy of our Board of Directors 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 Board of Directors at annual meetings of

stockholders, we encourage, but do not require, our directors to attend.

Our Board of Directors has four standing committees: the Audit and Finance Committee, the Compensation and Human Capital

Committee, the Governance and Nominating Committee and the Technology and Innovation Committee. The composition and

responsibilities of each of the committees of our Board of Directors following the Annual Meeting are described below. Members

will serve on these committees until their resignation or until otherwise determined by our Board of Directors.


	Audit and Finance Committee	Governance and Nominating Committee	Compensation and Human Capital Committee	Technology and Innovation Committee

George W. Bickerstaff, III	l	l	l
Fred E. Cohen, M.D., D. Phil		l		l
Christine M. Cournoyer	l		C
Michael D. Goldberg		C
Suresh Gunasekaran		l
R. Bryan Riggsbee	C
Hannah A. Valantine, M.D.			l	C

lCommittee Member

CCommittee Chairman or Chairwoman


24 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance

Audit and Finance Committee

We have a separately-designated standing audit and finance committee established in accordance with Section 3(a)(58)(A) of the

Exchange Act. Our Audit and Finance Committee is currently comprised of R. Bryan Riggsbee, George W. Bickerstaff, III and

Christine M. Cournoyer, each of whom is a non-employee member of our Board of Directors. Mr. Riggsbee has served as the

Chairman of our Audit and Finance Committee since his appointment to our Board of Directors in March 2024. Our Board of

Directors has determined that each of the members of our Audit and Finance 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 Nasdaq Rules. Our Board of Directors has determined that each of Messrs. Riggsbee, Bickerstaff, and Ms. Cournoyer qualifies

as an “audit committee financial expert” as defined by the applicable SEC rules and satisfies the financial sophistication

requirements of the Nasdaq Rules. This designation does not impose on Messrs. Riggsbee, Bickerstaff and Ms. Cournoyer any

duties, obligations or liabilities that are greater than those generally imposed on them as members of our Audit and Finance

Committee and our Board of Directors. Our Audit and Finance Committee is responsible for, among other things:

•appointing, compensating and overseeing the work of our independent registered public accounting firm;

•reviewing the qualifications, performance and independence of our independent registered public accounting firm;

•pre-approving any audit and permissible non-audit services to be performed by our independent registered public

accounting firm;

•overseeing our internal accounting and financial controls, including procedures for the treatment of complaints on

accounting controls, internal accounting controls or auditing matters and procedures for the submission of confidential,

anonymous employee comments about questionable accounting or auditing matters;

•providing to our Board of Directors such information and materials as it may deem necessary to make our Board of

Directors aware of significant financial matters that require the attention of our Board of Directors;

•overseeing our financial and treasury policies and strategies, including our cash position, capital structure and strategies,

and insurance coverage;

•reviewing the terms and conditions of material financing plans and making recommendations to our Board of Directors on

such plans;

•reviewing our Board of Directors’ delegated authority to our officers and related spending and transaction authority

guidelines, matrices or policies;

•reviewing with our management and independent registered public accounting firm the organization and performance of

our internal audit function;

•reviewing and discussing with our management and the independent registered public accounting firm the results of our

annual audit, our quarterly financial statements and financial statements included in our publicly filed reports;

•reviewing and approving related party transactions;

•preparing and providing the report of the Audit and Finance Committee that the SEC requires in our annual proxy

statements;

•reviewing our guidelines and policies with respect to risk assessment and risk management, including risks relating to our

accounting matters, financial reporting, legal and regulatory compliance and general business risks and the steps taken by

management to monitor and control these exposures;

•assisting with the resolution of any actual or potential conflicts of interest with respect to members of our Board of

Directors; and

•reviewing and evaluating, at least annually, the performance of the Audit and Finance Committee and its members.

Our Audit and Finance Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC

and the Nasdaq Rules. A copy of the charter of our Audit and Finance Committee is available on our website at www.caredx.com in

the Corporate Governance section of our Investors webpage. During fiscal year 2025, our Audit and Finance Committee held

seven standalone meetings.


CareDx Inc.	2026 Proxy Statement \| 25

Board of Directors and Corporate Governance

Compensation and Human Capital Committee

Our Compensation and Human Capital Committee is comprised of Christine M. Cournoyer and George W. Bickerstaff, III, each of

whom is a non-employee member of our Board of Directors. Ms. Cournoyer serves as the Chairwoman of our Compensation and

Human Capital Committee. Our Board of Directors has determined that each member of our Compensation and Human Capital

Committee meets the requirements for independence under the rules and regulations of the SEC, including Rule 10C-1 under the

Exchange Act, and the Nasdaq Rules and is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

Our Compensation and Human Capital Committee is responsible for, among other things:

•reviewing and approving all salaries, incentive awards and bonuses, equity awards, severance arrangements, change in

control agreements and any other compensation and benefit plans for our Chief Executive Officer and all other executive

officers;

•administering our equity compensation plans and the issuance of stock options and other stock-related awards not

granted pursuant to a plan;

•reviewing, at least annually, our stock plans, performance goals, incentive awards and the overall composition and

coverage of its compensation plans;

•preparing and providing the annual report on executive compensation that the SEC requires in our annual proxy

statements;

•reviewing the results of any stockholder advisory vote on executive compensation and considering whether to recommend

adjustments to our executive compensation policies and practices as a result of such vote;

•reviewing and recommending to our Board of Directors for approval the frequency with which we will conduct the

stockholder advisory vote on named executive officer compensation, taking into account the results of the most recent

stockholder advisory vote;

•evaluating risks arising from our compensation plans, policies and programs for our employees;

•developing and implementing policies with respect to the recovery of any excess compensation paid to our executive

officers based on erroneous data;

•evaluating and making recommendations to our Board of Directors about director compensation;

•overseeing our overall compensation philosophy, compensation plans and benefits programs;

•overseeing and reviewing our human capital management practices, including talent management and diversity, equity

and inclusion considerations in the context of our compensation plans, programs and pay equity practices; and

•reviewing and evaluating, at least annually, the performance of the Compensation and Human Capital Committee and its

members.

Our Compensation and Human Capital Committee operates under a written charter that satisfies the applicable rules and

regulations of the SEC and the Nasdaq Rules. A copy of the charter of our Compensation and Human Capital Committee is

available on our website at www.caredx.com in the Corporate Governance section of our Investors webpage. During fiscal year

2025, our Compensation and Human Capital Committee held five standalone meetings.

Our Compensation and Human Capital Committee adopted an Equity Award Grant Policy, pursuant to which our Compensation

and Human Capital Committee delegated our Chief Executive Officer the power and authority, separately but concurrently with the

power and authority of our Compensation and Human Capital Committee, to grant stock options, restricted stock awards and stock-

settled stock appreciation rights under our 2024 Equity Incentive Plan to our employees (other than executives and directors),

consultants or advisors of our company that are natural persons.


26 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance

Compensation Committee Interlocks and Insider Participation

No member of our Compensation and Human Capital Committee in fiscal year 2025 was at any time during 2025 or at any other

time an officer or employee of ours, and none had or have any relationships with us that are required to be disclosed under

Item 404 of Regulation S-K. None of our executive officers has served as a member of the board of directors, or as a member of

the compensation or similar committee, of any entity that has one or more executive officers who served on our Board of Directors

or Compensation and Human Capital Committee during fiscal year 2025.

Governance and Nominating Committee

Our Governance and Nominating Committee is comprised of Arthur A. Torres, George W. Bickerstaff, III and Hannah A. Valantine,

M.D., each of whom is a non-employee member of our Board of Directors. Senator Torres serves as the Chairman of our

Governance and Nominating Committee. Following the Annual Meeting, Michael Goldberg will serve as the Chairman of the

Governance and Nominating Committee. Our Board of Directors has determined that each member of our Governance and

Nominating Committee meets the requirements for independence under the Nasdaq Rules. Our Governance and Nominating

Committee is responsible for, among other things:

•reviewing and making recommendations regarding the composition and size of our Board of Directors and determine the

relevant criteria (including any minimum qualifications) for membership on our Board of Directors;

•overseeing our Board of Directors’ evaluation process, including conducting periodic evaluations of the performance of our

Board of Directors as a whole and each committee of our Board of Directors, and evaluating the performance of members

of our Board of Directors eligible for re-election;

•reviewing and recommending candidates for election to our Board of Directors (including candidates proposed by our

stockholders) at the annual meeting of stockholders in compliance with our policies and procedures for consideration of

Board of Directors candidates;

•reviewing disclosures about our nomination process in our annual proxy statement;

•reviewing and making recommendations about our corporate governance guidelines and overseeing compliance with laws

and regulations by our Board of Directors and its committees;

•overseeing and providing input to management on our risks, policies, strategies and programs related to matters of

sustainability, corporate social responsibility, corporate culture, corporate governance, and other important governance

matters that impact the Company’s workforce, patients, and the broader community;

•overseeing our compliance program, including policies and practices designed to ensure our compliance with applicable

legal, regulatory and ethical requirements, except with respect to matters of financial compliance, which are the

responsibility of the Audit and Finance Committee;

•overseeing our response to regulatory actions and investigations (except for financial, accounting and internal control

matters, which are responsibilities of the Audit and Finance Committee) and investigating any matter within the scope of

its responsibilities that it determines appropriate;

•determining the manner in which stockholders may send communications to our Board of Directors, as well as the process

by which stockholder communications will be relayed to our Board of Directors and what our Board of Directors’ response,

if any, should be;

•reviewing governance-related stockholder proposals and recommending our Board of Directors’ responses;

•reviewing and approving conflicts of interest of our directors and corporate officers, other than related party transactions

reviewed by the Audit and Finance Committee; and

•reviewing and evaluating, at least annually, the performance of the Governance and Nominating Committee and its

members.


CareDx Inc.	2026 Proxy Statement \| 27

Board of Directors and Corporate Governance

Our Governance and Nominating Committee operates under a written charter that satisfies the Nasdaq Rules. A copy of the

charter of our Governance and Nominating Committee is available on our website at www.caredx.com in the Corporate

Governance section of our Investors webpage. During fiscal year 2025, our Governance and Nominating Committee held six

standalone meetings.

Technology and Innovation Committee

Our Technology and Innovation Committee is comprised of Hannah A. Valantine, M.D., Fred E. Cohen, M.D., D. Phil and Peter

Maag, Ph.D., each of whom is a non-employee member of our Board of Directors. Dr. Valantine serves as the Chairwoman of our

Technology and Innovation Committee. Our Technology and Innovation Committee is responsible for, among other things:

•meeting with our science and technology leaders to review our internal research and technology development activities

and providing input as it deems appropriate;

•reviewing technologies that we consider for licensing or acquisition and providing input as it deems appropriate;

•reviewing our development of our technical goals and research and development strategies and providing input as it

deems appropriate;

•periodically reporting to our Board of Directors regarding the Technology and Innovation Committee’s review and

assessment of our internal technology development, technology assessment, technology review and technical goals and

research and development strategies and any other matters as it deems appropriate; and

•reviewing and evaluating, at least annually, the performance of the Technology and Innovation Committee and its

members.

Our Technology and Innovation Committee operates under a written charter. During fiscal year 2025, our Technology and

Innovation Committee held two standalone meetings.

Stockholder Recommendations for Nominations to the Board of Directors

Our Governance and Nominating Committee will consider candidates for director recommended by stockholders holding at least

one percent of our fully diluted capitalization continuously for at least 12 months prior to the date of the submission of the

recommendation. Our Governance and Nominating Committee will evaluate such recommendations in accordance with its charter,

our 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 Board of Directors includes members with diversity of experience, skills and expertise,

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 Board of 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 Board of Directors’ membership. Our Governance and Nominating Committee has discretion to

decide which individuals to recommend for nomination as directors.


28 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance

A stockholder can nominate a candidate directly for election to our Board of Directors by complying with the procedures in

Section 2.4(ii) of our Bylaws and the rules and regulations of the SEC. Any eligible stockholder who wishes to submit a nomination

should review the requirements in our Bylaws on nominations by stockholders. Any nomination should be sent in writing to our

Corporate Secretary at CareDx, Inc., 8000 Marina Boulevard, 4th Floor, Brisbane, California 94005. To be timely for our 2027

annual meeting of stockholders, our Corporate Secretary must receive the nomination no earlier than February 13, 2027 and no

later than March 15, 2027. The notice must state the information required by Section 2.4(ii) of our Bylaws and otherwise must

comply with applicable federal and state law.

In addition, pursuant to Rule 14a-19, the SEC’s universal proxy rule, notices of a solicitation of proxies in support of director

nominees other than our own nominees must be postmarked or electronically submitted no later than April 12, 2027, and each

nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other things, that such notice include

a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of shares

entitled to vote on the election of directors. If, however, the date of the 2027 annual meeting of stockholders is more than 30 days

before or after June 11, 2027, then the Rule 14a-19 deadline shall be the later of 60 calendar days prior to the date of the 2027

annual meeting of stockholders or the 10th calendar day following the day on which we first make a public announcement of the

date of our 2027 annual meeting of stockholders. A nomination that does not comply with the requirements set forth in the

Certificate of Incorporation and Bylaws will not be considered for presentation at the annual meeting. We intend to file a proxy

statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2027 annual meeting of

stockholders.

Communications with the Board of Directors

Stockholders wishing to communicate with our Board of Directors or with an individual member of our Board of Directors may do so

by writing to our Board of Directors or to the particular member of our Board of Directors, and mailing the correspondence to our

Chief Financial Officer at CareDx, Inc., 8000 Marina Boulevard, 4th Floor, Brisbane, California 94005. 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 Board of Directors, or if none is specified, to the

Chairman of the Board of Directors. This procedure does not apply to stockholder proposals submitted pursuant to Rule 14a-8

under the Exchange Act.

Corporate Governance Guidelines and Code of Business Conduct and

Ethics

Our Board of Directors has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications

and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in

general. In addition, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our

employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior

financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on

our website at www.caredx.com in the Corporate Governance section of our Investors webpage. We intend to post any

amendments to our Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for

directors and executive officers, on the same website.

Clawback Policy

Effective October 1, 2023, our Board of Directors adopted a restated compensation recovery (“clawback”) policy pursuant to the

listing standards approved by The Nasdaq Stock Market LLC implementing Rule 10D-1 under the Exchange Act. The clawback

policy is administered by our Compensation and Human Capital Committee and applies to current and former executive officers of

the Company as defined in Rule 10D-1 (each an “Affected Officer”). Under the clawback policy, if the Company is required to

prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement

under securities laws, including restatements that correct an error in previously issued financial statements that is material to the

previously issued financial statements or that would result in a material misstatement if the error were corrected in the current


CareDx Inc.	2026 Proxy Statement \| 29

Board of Directors and Corporate Governance

period or left uncorrected in the current period (collectively, a “Restatement”), the Company is obligated to recover erroneously

awarded incentive-based compensation received from the Company by Affected Officers. Incentive-based compensation includes

any compensation that is granted, earned or vested based in whole or in part on the attainment of a financial reporting

measure. Erroneously awarded incentive-based compensation is the amount of incentive-based compensation received that

exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on

an applicable Restatement.

Insider Trading Policy

Our Board of Directors has adopted an insider trading policy. Our insider trading policy prohibits our directors, officers (including

our executive officers), employees and agents, as well as their immediate family members, from engaging in short sales of our

securities and from engaging in transactions in publicly-traded options and other derivative securities with respect to our securities.

This prohibition extends to any hedging or similar transactions designed to decrease the risks associated with holding our

securities. Our insider trading policy also prohibits us from transacting in our securities unless in compliance with U.S. federal

securities laws and restricts certain individuals, including our directors and executive officers, from pledging our securities as

collateral for loans absent pre-clearance and the satisfaction of other conditions. A copy of our Insider Trading Policy is filed as

Exhibit 19.1 to our 2025 Annual Report on Form 10-K.

Non-Employee Director Stock Ownership Policy

Our Compensation and Human Capital Committee has adopted a stock ownership policy that is applicable to each of our non-

employee directors. Our Compensation and Human Capital Committee believes this policy is an important tool in aligning the

interests of our non-employee directors with the long-term interests of our stockholders.

This policy requires that our non-employee directors hold shares of our common stock with a value equal to at least three times

such director’s annual cash retainer for service on our Board of Directors (excluding service on any committee of our Board of

Directors). For purposes of calculating ownership under this policy, the following sources are included: shares held in the director’s

name; shares held in trust for the benefit of the director or their family; shares held by the director jointly with, or separately by,

certain family members of the director; shares held by the director through a profit sharing or savings plan; the “in the money”

portion of vested, but unexercised, stock options or stock-settled stock appreciation rights; shares issued or vested pursuant to the

achievement of the performance conditions of a performance-based equity award even if such shares are subject to additional

time-based vesting requirements (the “Vested Performance Awards”); vested restricted stock units (“RSU” or “RSUs”) awards;

deferred share units; shares held by the director under any deferral plan; and restricted stock or phantom stock held by the director.

The following shares do not count towards the requirements: (i) shares that directors have the right to acquire through the exercise

of stock options or stock appreciation rights that are not “in the money”, (ii) shares underlying stock options or stock appreciation

rights that have not yet vested or (iii) shares that may be issued pursuant to unvested performance-based restricted stock units

(“PRSUs”) or other performance-based equity awards (other than Vested Performance Awards).

For purposes of these requirements, a director’s annual cash retainer shall be deemed to be the director’s annual cash retainer

earned by such director for the calendar year immediately preceding the applicable date of calculation. To give our non-employee

directors time to comply with our stock ownership policy, the policy provides that our non-employee directors have until the first

annual meeting of stockholders held after the date that is six years following their appointment as a director to comply with the

stock ownership provisions in the policy.

Executive Officer Stock Ownership Policy

Our Compensation and Human Capital Committee adopted a stock ownership policy that is applicable to each of our executive

officers. Our Compensation and Human Capital Committee believes this policy is an important tool in aligning the interests of our

executive officers with the long-term interests of our stockholders.


30 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance

This policy requires that our executive officers hold shares of our common stock with a value equal to a multiple of their base

salary, as follows: 3X in the case of our Chief Executive Officer and 1X in the case of each of our other executive officers. For

purposes of calculating ownership under this policy, the following sources are included: shares held in the executive officer’s name;

shares held in trust for the benefit of the executive officer or their family; shares held by the executive officer jointly with, or

separately by, certain family members of the executive officer; shares held by the executive officer through a profit sharing or

savings plan; the “in the money” portion of vested, but unexercised, stock options or stock-settled stock appreciation rights; Vested

Performance Awards; vested RSU awards; deferred share units; shares held by the executive officer under any deferral plan; and

restricted stock or phantom stock held by the executive officer.

The following shares do not count towards the requirements: (i) shares that the executive officers have the right to acquire through

the exercise of stock options or stock appreciation rights that are not “in the money”, (ii) shares underlying stock options or stock

appreciation rights that have not yet vested or (iii) shares that may be issued pursuant to unvested PRSUs or other performance-

based equity awards (other than Vested Performance Awards).

For purposes of these requirements, an executive officer’s base salary during any calendar year is deemed to be their base salary

as of 5:00 p.m. PT on December 31st of the immediately preceding year. To give our executive officers time to comply with our

stock ownership policy, the policy provides that our executive officers have until the first annual meeting of stockholders held after

the date that is six years following the date such individual first becomes an executive officer to comply with the stock ownership

provisions in the policy.

Board of Directors’ Role in Risk Oversight

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal

and compliance, and reputational risks. 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 Board of Directors, as a whole and assisted

by its committees, has responsibility for the oversight of risk management.

Our Board of Directors believes that open communication between management and our Board of Directors is essential for

effective risk management and oversight. Our Board of Directors meets with our Chief Executive Officer and other members of the

senior management team at quarterly meetings of our Board of Directors, where, among other topics, they discuss strategy,

operational performance and risks facing us. While our Board of Directors is ultimately responsible for risk oversight, our board

committees assist our Board of Directors in fulfilling its oversight responsibilities in certain areas of risk as follows:

Audit and Finance Committee - It assists our Board of Directors 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 discusses with management and the independent auditor guidelines and policies with respect to risk assessment

and risk management. The Committee also reviews our major financial risk exposures, including liquidity risks, and the steps

management has taken to monitor and control these exposures. In addition, the 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, as well as

cybersecurity risks as further described below.

Governance and Nominating Committee - assists our Board of Directors in fulfilling its oversight responsibilities with respect to

the management of risk associated with board organization, membership and structure and corporate governance.

Compensation and Human Capital Committee - assesses risks created by the incentives inherent in our compensation and

human capital policies.

Finally, our full Board of Directors 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.


CareDx Inc.	2026 Proxy Statement \| 31

Board of Directors and Corporate Governance

With respect to cybersecurity risks, our Board of Directors and Audit and Finance Committee each receive regular presentations

and reports on developments in the cybersecurity space, including risk management practices, recent developments, evolving

standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and

information security issues encountered by our peers and third parties. Our Board of Directors and Audit and Finance Committee

also receive prompt and timely information regarding any cybersecurity risk that meets pre-established reporting thresholds.

Annually, our Board of Directors and Audit and Finance Committee discuss our approach to overseeing cybersecurity threats with

our Chief Technology Officer and other senior management members. We also conduct periodic assessments and testing of our

policies, standards, processes, and practices in a manner designed to address cybersecurity threats and events. The results of

such assessments, audits, and reviews are evaluated by management and reported to our Audit and Finance Committee, and we

adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these

assessments, audits, and reviews. For further information regarding our oversight of cybersecurity risks, please see the

“Cybersecurity” section of our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the SEC on

February 25, 2026.

Workforce Diversity

We are a global company with employees from numerous countries around the world. We aim to hire the best talent which includes

individuals with varying educational, demographic, and geographic backgrounds. Our senior leadership team includes leaders with

diverse skills, academic training, industry experience, racial backgrounds and genders. We aim to assemble a workforce that is

reflective of the patients and caregivers we serve so we may better understand their perspectives and needs. We have a zero-

tolerance policy for discrimination.

Director Compensation

Compensation Policy

Directors who are employees do not receive any additional compensation for their service on our Board of Directors. We reimburse

our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at

Board of Directors and committee meetings in accordance with our travel policy. In fiscal year 2025, our non-employee directors

received cash compensation and RSU awards pursuant to our outside director compensation policy in effect during 2025 as set

forth below.

Effective January 6, 2025, our Compensation and Human Capital Committee approved an amendment and restatement of our

outside director compensation policy, which amended the vesting schedules with respect to annual grants of options (if any) and

RSUs to provide that: (i) any then-unvested options fully vest on the day immediately before the first annual meeting of our

stockholders that occurs after the grant date, and (ii) RSUs vest on the earlier of the first anniversary of the grant date and the day

immediately before the first annual meeting of stockholders that occurs after such grant date. The amended and restated policy

also removed quarterly retainers previously provided to Mr. Goldberg for his additional efforts and services while serving as a

member of the Office of the Chief Executive Officer.

Effective June 13, 2025, our Compensation and Human Capital Committee approved a further amendment and restatement of our

outside director compensation policy, pursuant to which, during fiscal year 2025, the independent Chairman of our Board of

Directors received an annual retainer of $100,000, our other non-employee directors received an annual retainer of $50,000 for

their service on our Board of Directors, members of our Audit and Finance Committee, Compensation and Human Capital

Committee, Governance and Nominating Committee and Technology and Innovation Committee, other than the chairman or

chairwoman of each such committee, received an additional annual retainer of $10,000, $7,500, $5,000 and $5,000, respectively,

and the chairman or chairwoman of our Audit and Finance Committee, Compensation and Human Capital Committee, Governance

and Nominating Committee and Technology and Innovation Committee each received an additional annual retainer of $20,000,

$15,000, $10,000 and $10,000, respectively. All annual retainers were paid quarterly and pro-rated for partial service in any year.

Our non-employee directors are entitled to elect the ratio of shares of our common stock to cash issuable or payable to the non-

employee director for the payment of the annual retainers.


32 \| 2026 Proxy Statement	CareDx Inc.

Board of Directors and Corporate Governance

Pursuant to our amended outside director compensation policy, any director first appointed to our Board going forward is

automatically granted, on a nondiscretionary basis, an award of RSUs having a grant date fair value of $400,000, rounded down to

the nearest whole share. The RSUs vest at a rate of one-third on each one-year anniversary of the grant date. In addition, on the

first business day after the annual meeting of our stockholders, each non-employee director who continues to serve on our Board

of Directors is automatically granted, on a nondiscretionary basis, an award of RSUs having a grant date fair value of $225,000,

rounded down to the nearest whole share. These annual RSUs vest in full on the earlier of the first anniversary of the grant date

and the day immediately before the first annual meeting our stockholders that occurs after such grant date. The vesting of the

options and the RSUs described above will accelerate in full upon a “change in control,” as defined in our 2024 Plan.

Notwithstanding any provisions in our outside director compensation policy, pursuant to the terms of our 2024 Plan, (a) no outside

director may be granted, in any fiscal year, cash and equity-based compensation having a value of greater than $1,500,000 in the

fiscal year of such director’s initial service as an outside director, and (b) no outside director may be granted, in any fiscal year,

cash and equity-based compensation having a value greater than $750,000.

Director Compensation Table

The following table sets forth the compensation accrued or paid by us to our non-employee directors during the year ended

December 31, 2025 for service on our Board of Directors and its committees.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)	Total ($)

Michael D. Goldberg	138,736	(3)	224,995	363,731
George W. Bickerstaff, III	70,247		224,995	295,242
Fred E. Cohen, M.D., D. Phil	52,747		224,995	277,742
Christine M. Cournoyer	72,747		224,995	297,742
William A. Hagstrom	24,025	(4)	—	24,025
Peter Maag, Ph.D.	52,747		224,995	277,742
R. Bryan Riggsbee	67,747		224,995	292,742
Arthur A. Torres	57,747		224,995	282,742
Hannah A. Valantine, M.D.	62,747		224,995	287,742
Suresh Gunasekaran	9,647		399,990	409,637

(1)Amounts represent the aggregate fair value of the stock awards computed as of the grant date of each stock award in accordance with

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Our assumptions with respect to the

calculation of these values are set forth in Note 11 of the consolidated financial statements included in our Annual Report on Form 10-K for the

year ended December 31, 2025 that was filed with the SEC on February 25, 2026.

(2)As of December 31, 2025, each of our then-current non-employee directors held the following number of unvested RSUs granted in 2025: Mr.

Goldberg: 12,103; Mr. Bickerstaff: 12,103; Dr. Cohen: 12,103; Ms. Cournoyer: 12,103; Mr. Gunasekaran: 27,453; Dr. Maag: 12,103; Mr.

Riggsbee: 12,103; Mr. Torres: 12,103 and Dr. Valantine: 12,103.

(3)Amount includes (i) $46,284 representing the portion of Mr. Goldberg’s annual retainer paid in cash and $92,452 representing the aggregate

fair value of the stock award granted to Mr. Goldberg in lieu of the remaining portion of his annual cash retainer fee computed as of the grant

date of each stock award in accordance with FASB ASC Topic 718. Mr. Goldberg elected to receive such portion of his annual cash retainer

fee in the form of shares of our common stock pursuant to our outside director compensation policy. Our assumptions with respect to the

calculation of these values are set forth in Note 11 of the consolidated financial statements included in our Annual Report on Form 10-K for the

year ended December 31, 2025 that was filed with the SEC on February 25, 2026.

(4)William A. Hagstrom stepped down from the Board when his term expired at the 2025 Annual Meeting.


CareDx Inc.	2026 Proxy Statement \| 33

Board of Directors and Corporate Governance

Deferral Election Program

In December 2018, our Compensation and Human Capital Committee approved an RSU and performance restricted stock unit, or

PRSU, deferral election program, which is still in effect, pursuant to which our non-employee directors, executive officers and

certain other employees may elect, on an annual basis, to defer the settlement of all RSU and performance unit awards granted to

such individuals until the first to occur of (i) a “change in control,” as defined in our 2014 Equity Incentive Plan (the “2014 Plan”),

(ii) the individual’s death, or (iii) a specified number of years following the individual’s separation of service with us, in which case

the shares will settle in a number of substantially equal annual installments selected by the individual, on every June 30 starting in

the calendar year immediately following the year in which the individual incurs a separation of service.

Non-employee directors who elect to defer the settlement of RSU and performance units must make these deferral elections by the

end of the calendar year preceding the date of the grant of the stock award (or on such earlier date as specified by us). As of

December 31, 2025, none of our non-employee directors held any deferred stock awards, except for Mr. Goldberg, who previously

elected to defer the settlement of RSUs, with an aggregate value of $49,229 as of December 31, 2025, and Dr. Maag, who elected

to defer the settlement of RSUs, with an aggregate value of $ 3,902,781 as of December 31, 2025. Not only does the RSU and

performance unit deferral election program allow our eligible participants to defer the federal income taxes otherwise payable upon

the delivery of RSUs, but our Compensation and Human Capital Committee also believes that with respect to non-employee

directors and executives who avail themselves of the deferral features, such persons will necessarily hold our common stock for a

longer period of time. Accordingly, any deferred RSUs will continue to align such portion of our non-employee directors’ and named

executive officers’ compensation with the interests of our stockholders for a longer period of time than would be provided by typical

vesting periods.


34 \| 2026 Proxy Statement	CareDx Inc.

Proposal No. 2

Ratification of Appointment of

Independent Registered Public

Accounting Firm

Our Audit and Finance Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public

accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2026. Deloitte also served as

our independent registered public accounting firm for our fiscal year ended December 31, 2025. Deloitte was appointed as our

independent registered public accounting firm on April 10, 2018. In evaluating Deloitte's continued engagement, our Audit and

Finance Committee considered Deloitte's tenure, independence, and qualifications, as well as the benefits of auditor continuity and

institutional knowledge. The Audit and Finance Committee confirmed that the lead audit partner has been rotated in accordance

with Public Company Accounting Oversight Board requirements, which mandate rotation of the lead audit partner at least every five

years.

At the Annual Meeting, stockholders are being asked to ratify the appointment of Deloitte as our independent registered public

accounting firm for our fiscal year ending December 31, 2026. Stockholder ratification of the appointment of Deloitte is not required

by our Bylaws or other applicable legal requirements. However, our Board of Directors is submitting the appointment of Deloitte 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 virtually or by proxy at the Annual Meeting and entitled to vote, such

appointment will be reconsidered by our Audit and Finance Committee. Even if the appointment is ratified, our Audit and Finance

Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal

year ending December 31, 2026 our Audit and Finance Committee believes that such a change would be in the best interests of

CareDx and its stockholders. A representative of Deloitte is expected to be present at the Annual Meeting. Such representative will

have an opportunity to make a statement if they wish to do so and is expected to be available to respond to appropriate questions

from stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table sets forth fees in connection with services rendered by Deloitte, our independent registered public accounting

firm, for our fiscal years ended December 31, 2025 and 2024.


	2025	2024

Audit Fees(1)	$2,428,400	$2,422,838
Audit-Related Fees	—	—
Tax Fees	—	—
All Other Fees(2)	3,790	3,790
Total	$2,432,190	$2,426,628

(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, statutory audits, and the issuance of consents in connection with

registration statement filings with the SEC.

(2)All Other Fees include any fees billed that are not audit, audit-related or tax fees. All other fees include fees for a subscription service to a

technical accounting research tool.


CareDx Inc.	2026 Proxy Statement \| 35

Proposal 2

Auditor Independence

In 2025, there were no other professional services provided by Deloitte that would have required our Audit and Finance Committee

to consider their compatibility with maintaining the independence of Deloitte.

Audit and Finance Committee Policy on Pre-Approval of Audit and

Permissible Non-Audit Services of Independent Registered Public

Accounting Firm

Our Audit and Finance Committee has established a policy governing our use of the services of our independent registered public

accounting firm. Under the policy, our Audit and Finance Committee is required to pre-approve all audit and permissible non-audit

services performed by our independent registered public accounting firm 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 and Finance Committee’s members, but the decision must be reported to the full Audit and

Finance Committee at its next scheduled meeting. In the fiscal years ended December 31, 2025, and 2024, services and related

fees identified above under the captions “Audit Fees” and “All Other Fees” that were billed by Deloitte were approved by the Audit

and Finance Committee in accordance with SEC requirements.

Vote Required; Board Recommendation

The ratification of the appointment of Deloitte requires the affirmative vote of a majority of the shares of our common stock present

virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the

proposal. We do not expect any broker non-votes on this proposal.



		Our Board of Directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.


36 \| 2026 Proxy Statement	CareDx Inc.

Audit and Finance Committee

Report

The information contained in the following Audit and Finance Committee Report shall not be deemed to be soliciting material or to

be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future

filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent

that CareDx, Inc. (the “Company”) specifically incorporates it by reference in such filing.

The Audit and Finance Committee has reviewed and discussed the Company’s audited consolidated financial statements with

management and Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm. The Audit and

Finance Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public

Company Accounting Oversight Board and the Securities and Exchange Commission (the “SEC”).

The Audit and Finance Committee has received and reviewed the written disclosures and the letter from Deloitte required by the

applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit

and Finance Committee concerning independence, and has discussed with Deloitte its independence.

Based on the review and discussions referred to above, the Audit and Finance Committee recommended to the Board of Directors

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, 2025 for filing with the SEC.

Respectfully submitted by the members of the Audit and Finance Committee of the Board of Directors:

R. Bryan Riggsbee

George W. Bickerstaff, III

Christine M. Cournoyer


CareDx Inc.	2026 Proxy Statement \| 37

Proposal No. 3

Advisory Vote on

Executive Compensation

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 (the “Dodd-Frank Act”), we are presenting to our stockholders with a non-binding, advisory vote to

approve the compensation of our named executive officers as described in this proxy statement. This proposal is commonly

referred to as a “Say-on-Pay” proposal. In accordance with the results of the advisory vote held at our 2020 annual meeting of

stockholders on the frequency of future say-on-pay votes, we are conducting say-on-pay votes every year. After the Annual

Meeting, our next say-on-pay vote will be held at our 2027 annual meeting of stockholders.

The compensation of our named executive officers is designed to attract, motivate and retain talented and experienced executives,

who are critical to our success. Our executive compensation contains elements of cash and equity-based compensation. Our

Board of Directors and our Compensation and Human Capital Committee believe that our executive compensation directly and

substantially link rewards to measurable corporate performance and are designed to align the interests of our named executive

officers with those of our stockholders and to reward our named executive officers for the achievement of our near-term and longer-

term financial and strategic goals. The process for determining compensation packages requires that our Board of Directors and

our Compensation and Human Capital Committee use judgment and experience to determine the optimal components and

amounts of compensation for each named executive officer.

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 and Human Capital Committee. However, our

Board of Directors and our Compensation and Human Capital Committee value the opinion of our stockholders and will take into

account the outcome of the vote 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 overall compensation of our named executive

officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

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 named

executive officers in fiscal year 2025.

Vote Required; Board Recommendation

The advisory approval of this Proposal No. 3 requires the affirmative vote of a majority of the shares of our common stock present

virtually 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. Although this vote is advisory in nature and does not impose any

action on our Board of Directors or our Compensation and Human Capital Committee, we strongly encourage all stockholders to

vote on this matter.



		Our Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement.


38 \| 2026 Proxy Statement	CareDx Inc.

Proposal No. 4

Advisory Vote on Frequency

of Advisory Votes on Executive

Compensation

Under the Dodd-Frank Act, we are required, every six years, to provide our stockholders with an opportunity to make a non-

binding, advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers.

After careful consideration, our Board of Directors recommends that future non-binding advisory votes on the compensation of our

named executive officers be held every year so that stockholders may express annually their views on our executive compensation

program. Our Board of Directors believes that holding the advisory vote to approve named executive officer compensation annually

will allow for timely and valuable feedback from stockholders on executive compensation matters. Gaining an understanding of the

reasons behind an advisory vote for or against named executive officer compensation in a given year will require engagement with

stockholders, and refining compensation programs warrants thoughtful deliberation and analysis.

Stockholders are not voting to approve or disapprove the Board of Directors’ recommendation. Instead, stockholders may indicate

their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers

by selecting “ONE YEAR,” “TWO YEARS” or “THREE YEARS.” Stockholders that do not have a preference regarding the

frequency of future advisory votes may “ABSTAIN” from voting on the proposal.

As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation and Human Capital

Committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote

when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our

named executive officers.

Vote Required; Board Recommendation

You have four choices for voting on this proposal. You can choose whether future non-binding advisory votes on the compensation

of our named executive officers should be conducted every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS.” Under the rules

issued by the SEC, you may also “ABSTAIN” from voting. The frequency that receives the greatest number of votes cast by

stockholders on this matter at the meeting will be deemed to be the preferred frequency option of our stockholders. Broker

non‑votes will have no effect on this proposal as they are not considered votes cast for the foregoing purpose. This proposal is

considered to be a non-routine proposal on which a broker or other nominee does not have discretionary authority to vote.

Although this vote is advisory in nature and does not impose any action on our Board of Directors or our Compensation and Human

Capital Committee, we strongly encourage all stockholders to vote on this matter.



		Our Board of Directors recommends a vote “FOR” the selection of “ONE YEAR” as the frequency with which we will hold an advisory vote to approve the compensation of our named executive officers.


CareDx Inc.	2026 Proxy Statement \| 39

Proposal No. 5

Approval of Amendment to the 2024

Equity Incentive Plan

Alignment of the 2024 Plan with the Interests of the Company and

Stockholders

CareDx is a growth company in the biotechnology industry based principally in San Francisco, California. We operate in a highly

competitive labor market and believe equity compensation is an important component of our overall compensation program to

attract and retain the talent and skills necessary to execute our long‑term strategy. We use equity compensation as a long‑term

incentive to align the interests of employees and officers with those of stockholders and to motivate sustained performance over

time.

To achieve our objective of recruiting the right talent to meet our long-term plan, at the Annual Meeting, the Company’s

stockholders will be asked to approve an amendment to the 2024 Plan to increase the available shares reserved thereunder by

1,600,000 shares, or approximately 3.1% of common shares issued and outstanding, subject to adjustment as provided in the 2024

Plan, and an equivalent increase to the number of shares of stock available for grant pursuant to incentive stock options (“ISOs”).

The amendment to the 2024 Plan was approved unanimously by the Board of Directors at its meeting on April 21, 2026. No other

changes are contemplated by the amendment to the 2024 Plan.

The 2024 Plan was originally adopted by our Board of Directors on April 24, 2024 and became effective June 13, 2024, following

approval by our stockholders at our 2024 Annual Meeting. The 2024 Plan has been an important factor in attracting, retaining,

motivating, and rewarding certain employees, officers, directors and consultants by closely aligning the interests of such individuals

with those of our stockholders. We believe the Amendment to the 2024 Plan as proposed aligns the interest of our employees and

executive officers with that of stockholders. We also believe that equity compensation is by its very nature performance based.

As of March 31, 2026, approximately 9 executive officers, 783 employees (excluding executive officers), and 10 non-employee

directors were eligible to participate in the 2024 Plan.

As discussed below, the Board of Directors believes the 2024 Plan is essential to the Company’s continued success as it remains

committed to the Company’s historical philosophy of incentivizing employees by tying a significant portion of their compensation to

the interests of the Company’s stockholders. As of March 31, 2026, there were 1,855,798 shares available for grant under all equity

plans including 1,786,835 shares available for grant under the 2024 Plan. The Company has determined that an increase to the

shares reserved under the 2024 Plan by 1,600,000 shares will allow the Company to continue providing meaningful incentives to its

service providers under the 2024 Plan. The Board of Directors believes the proposed share reserve appropriately balances the

need to provide competitive equity incentives with the goal of limiting stockholder dilution over time.

If the stockholders approve this proposal, the amendment to the 2024 Plan will become effective as of the date of stockholder

approval. If stockholders do not approve this proposal, the amendment to the 2024 Plan described in this proposal will not take

effect.


40 \| 2026 Proxy Statement	CareDx Inc.

Proposal 5

Information on Equity Compensation Plans as of March 31, 2026

As of March 31, 2026, a total of 51,274,651 shares of our common stock were outstanding and the fair market value of our

common stock was $17.36 per share based on the closing sale price of our common stock on the Nasdaq Global Market. The

following table sets forth information regarding equity awards outstanding under our Equity Plans as of March 31, 2026 other than

the CareDx, Inc. 2014 Employee Stock Purchase Plan (“2014 ESPP”). As of March 31, 2026, 613,740 shares of our common stock

remained available for future issuance pursuant to the 2014 ESPP.


As of March 31, 2026	Equity Plans(1)

Total shares underlying outstanding stock options	2,433,684
Weighted average exercise price of outstanding stock options	$20.62
Weighted average remaining life of outstanding stock options (in years)	1.98
Total shares underlying outstanding RSUs	4,209,704
Total shares underlying outstanding PRSUs(2)	627,793
Total number of shares remaining available for future awards under our equity plans(1)	1,855,798

(1)Comprised of the CareDx, Inc. 2025 Inducement Equity Incentive Plan, the 2024 Plan, the CareDx, Inc. 2019 Inducement Equity Incentive

Plan and CareDx, Inc. 2016 Inducement Equity Incentive Plan (collectively, the “Equity Plans”) and excluding the 2014 ESPP. The number of

shares remaining available for future grant under the 2024 Plan reflects PRSUs that have not yet been earned and remain subject to on-going

performance periods at the target payout even though a lesser or greater number of shares may be or have been issued. Actual shares

delivered will be based on the performance results outlined in the specific plan governing the PRSUs.

(2)Assumes performance at the target performance level even though a lesser or greater number of shares may be or have been issued. Actual

shares delivered will be based on the performance results outlined in the specific plan governing the PRSUs.

Taking Action to Reduce Burn Rate and Dilution

As detailed below, the Company has taken significant action to reduce its burn rate and dilution and anticipates its Gross Burn Rate

in 2026 to be approximately 3 –4% and Net Burn Rate to be approximately 2 – 3%.

Historical Burn Rate

Our equity plan share usage over 2023, 2024 and 2025 represented a three-year average Gross Burn Rate (as defined below) of

7% and a Net Burn Rate (as defined below) of 5%.

Gross Burn Rate is calculated by dividing (x) the number of stock options, RSUs and restricted shares granted to participants

during a fiscal year, plus (y) the number of PRSUs granted to participants during a fiscal year (with PRSUs included at “target”

levels), by the sum of the total common stock outstanding plus the number of equity awards outstanding (with PRSUs included at

“target” levels) during such year.

Net Burn Rate excludes expired and forfeited options and RSUs primarily associated with employee turnover.

Over the period of 2023-2025, on average, our Net Burn Rate was more than 40% lower than our Gross Burn Rate due to the

forfeiting of stock, as well as the expiration of options, primarily related to employee turnover. We believe Net Burn Rate is a better

representation of the actual dilution to stockholders because it accounts for shares that are forfeited or expired and not exercised

due to employee turnover.


CareDx Inc.	2026 Proxy Statement \| 41

Proposal 5

In addition, under our 2024 Plan, we retire shares that are withheld at vesting to satisfy employee tax obligations rather than

recycling these shares into the share pool. This practice of retiring shares withheld to address employee tax obligations further

reduces the net burn rate and dilution to stockholders. Our 2025 Net Burn Rate was exceptionally low due to forfeiting stock from

former executives and we anticipate our 2026 Net Burn Rate to be 25% - 30% lower than our Gross Burn Rate in 2026. In 2024,

our Net Burn Rate increased, including because we hired several new executives, including our Chief Executive Officer, Chief

Operating Officer, Chief Commercial Officer, and Chief Data and AI Officer. In addition, our burn rate was impacted by agreements

entered into in connection with the departure of several former executives.

For purposes of the table below, the number of shares issuable under an award that provides for issuance of a variable number of

shares based on the extent to which performance targets are satisfied, such as PRSUs, is deemed to be the target number of

shares that may be issued on attainment of target performance, even though a lesser or greater number of shares may be or may

have been issued based on actual performance. Note that our calculation of equity burn rate differs, or may differ, from calculations

of burn rate in 2024 conducted by proxy advisory or other groups.


Year	Weighted Average Common Stock Outstanding	Time-based Stock Options Granted	Performance- based Stock Options Granted	RSUs Granted and PRSUs Granted at Target	Gross Burn Rate	Expired and Forfeited Options and RSUs	Net Burn Rate

2023	53,764,705	680,788	—	4,028,424	9%	1,646,333	6%
2024	52,773,247	1,053,285	—	3,726,419	9%	816,550	8%
2025	53,287,546	—	—	2,123,644	4%	1,488,052	1%

2026 Forecasted Net Burn Rate: Approximately 2 - 3%

2026 Expected Burn Rate

In our 2025 proxy, we requested additional shares from investors and received their feedback concerning the need to continue to

reduce burn rate.

We took the following actions to significantly reduce our burn rate in 2025 and will continue with this practice in 2026:

•Reduced grant sizes for employees

•Shifted to a more balanced approach of cash compensation (base salary & annual bonus), equity compensation and

defined contribution (401(k)) benefits.

•Refined the parameters of employees who are eligible for stock awards

•Moved to full-value RSUs and PRSUs and eliminated the use of options


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Proposal 5

These actions resulted in a gross burn rate below our industry benchmark for 2025 as determined by ISS. We anticipate this trend

continuing in 2026. Our 2026 industry benchmark for Pharmaceuticals, Biotechnology & Life Sciences, as determined by ISS, is

6.23%. As shown in the chart below, in 2026 we forecast our Gross Burn Rate to be approximately 3 –4% and our Net Burn Rate to

be approximately 2 – 3%.

The Compensation and Human Capital Committee and the Board of Directors determined that the increase to the reserved pool

under the amendment to the 2024 Plan should be 1,600,000 shares based on projected equity awards to anticipated new hires and

projected annual equity awards to existing employees and other service providers. We anticipate that our Gross Burn Rate and Net

Burn Rate for 2026 will remain below the industry benchmarks. If our requested additional share reserve is approved by our

stockholders, we believe it will be sufficient to provide equity incentives to attract, retain and motivate employees for the next year.

Our future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity at the

executive level; the rate at which shares are returned to the 2024 Plan’s reserve upon the awards’ expiration, forfeiture or cash

settlement; the future performance of our stock price; the consequences of acquiring other companies; and other factors.

Dilution

Dilution is commonly measured by “overhang,” which we calculate as the total number of equity awards outstanding (with PRSUs

included at “target” levels) plus the total number of shares available for grant under our equity plans (other than the 2014 ESPP),

divided by the sum of the total common stock outstanding, the number of equity awards outstanding (with PRSUs included at

“target” levels) and the total number of shares available for grant under our equity plans (other than the 2014 ESPP).

As of March 31, 2026, our total overhang was 18%. If the amendment to the 2024 Plan to increase the share reserve is approved,

our total overhang (as calculated above) will be approximately 21% (excluding our 2014 ESPP).


CareDx Inc.	2026 Proxy Statement \| 43

Proposal 5

Of the 2,433,684 stock options currently outstanding, many relate to underwater stock options. Based on a closing stock price on

March 31, 2026, of $17.36, 1,282,713 stock options, with a weighted average strike price of approximately $30, are currently

underwater and account for 12% of our overhang if the amendment to the 2024 Plan is approved. As we reduce our burn rate, we

expect overhang to continue to come down in 2026.

Key Features and Governance Practices

We have incorporated a number of provisions in the 2024 Plan that are designed to protect stockholders and that we believe reflect

strong governance practices, including the following:

•No Evergreen: The 2024 Plan does not include an automatic share reload or “evergreen” provision. Additional

stockholder approval will be required to increase the maximum number of shares reserved under the 2024 Plan.

•No Repricing: The 2024 Plan prohibits the repricing of stock options and stock appreciation rights (“SARs”) without

stockholder approval, the exchange or substitution of one award for another award that has the effect of reducing the

exercise or purchase price and the cancellation or exchange of underwater awards for cash, another award or other

property, except in the event of a capitalization adjustment (described below).

•No Dividends on Unvested Awards: Dividends or dividend equivalents credited or payable in connection with an award

under the 2024 Plan that is not yet vested will be subject to the same restrictions and risk of forfeiture as the underlying

award.

•No Liberal Share Recycling: The 2024 Plan prohibits liberal share recycling. Shares tendered by a participant or

withheld by the Company in payment of the purchase price of a stock option or to satisfy any tax withholding obligation

with respect to any option or SAR do not become available for issuance as future awards under the 2024 Plan.


44 \| 2026 Proxy Statement	CareDx Inc.

Proposal 5

•Limit on Non-Employee Director Compensation: The 2024 Plan contains an annual limit on cash and equity-based

compensation that may be paid or granted, whether under the 2024 Plan or otherwise, to our non-employee directors of

$750,000 (or $1,500,000 in the calendar year that the non-employee director first joins our Board of Directors).

•Minimum Vesting: The 2024 Plan imposes a one-year minimum vesting requirement on awards granted thereunder,

subject to certain exceptions set forth in the 2024 Plan.

•Clawback Provision: Awards under the 2024 Plan are subject to our current clawback policy and to any future clawback

policies that we may adopt. See “—Clawback/Recovery” discussed below.

•No Automatic Single-Trigger Acceleration: In the event of a change in control (described below), the 2024 Plan does

not provide for automatic single trigger acceleration.

•Term and Exercise Price Limits on Options and SARs: Options and SARs granted under the 2024 Plan are subject to

a maximum term of 10 years and, with the exception of certain awards assumed in a corporate transaction, may not be

granted at a discount to the fair market value of our common stock on the grant date.

•No Change in Control/280G Tax Gross-Ups: We do not provide our employees with tax gross-ups on change in control

benefits.

•No Liberal Change in Control Definition: The definition of Change in Control in the 2024 Plan does not include events

where an actual change in control of the Company may not occur (e.g., commencement or announcement of a tender

offer or stockholder approval of a merger).

•Limited Transferability: Awards are not transferable except by will or by the laws of descent and distribution, or under a

domestic relations order, subject to limited approvals that may be approved by the plan administrator; provided, unless

approved by stockholders, no award can be transferred for value and no stock option or SAR can be transferred to a third-

party financial institution.

Consequences if the Amended Plan is not Approved

If the amendment to the 2024 Plan is not approved, the Company would be at a significant disadvantage relative to its competitors

for recruiting, retaining and motivating the high caliber individuals critical to our growth and profitability and could be forced to

increase cash compensation, thereby reducing resources available to meet our business needs. Since our inception, the Board of

Directors has sought to align the interests of our employees and other service providers with the long-term interests of our

stockholders through, among other things, placing a significant emphasis on equity-based compensation as a component of our

compensation programs. The Board of Directors believes that equity compensation of the type available for grant under the 2024

Plan, a stock-based incentive plan, furthers the Company’s goal of creating long-term value for the Company’s stockholders by

fostering an ownership culture that encourages a focus on long-term performance, retention, and stockholder value-creation, and

exposes the Company’s employees to economic diminishment if the Company’s share performance lags.

Summary of the 2024 Plan

The following summary describes the material terms of the 2024 Plan. This summary of the 2024 Plan is not a complete description

of all provisions of the 2024 Plan and is qualified in its entirety by reference to the 2024 Plan, which is attached hereto as Appendix

A. Stockholders are encouraged to read the 2024 Plan in its entirety, including the proposed amendment to the 2024 Plan attached

hereto as Appendix B.

Purpose. The purpose of the 2024 Plan is to provide incentives for our employees, directors and consultants to exert maximum

efforts for the success of the Company and our affiliates and to promote the creation of long-term value for the stockholders of the

Company by closely aligning the interests of such individuals with those of such stockholders.

Authorized Shares. As of March 31, 2026, 1,786,835 shares of common stock were available for issuance under the 2024 Plan,

subject to adjustment as provided in the 2024 Plan. If the proposed amendment to the 2024 Plan is approved by stockholders, an

additional 1,600,000 shares of our common stock will be available for future issuance under the 2024 Plan.


CareDx Inc.	2026 Proxy Statement \| 45

Proposal 5

If any awards granted under the 2024 Plan are forfeited, expire, terminate, otherwise lapse or are surrendered pursuant to an

exchange program or otherwise settled for cash, in whole or in part, without the delivery of shares, the shares covered by such

forfeited, expired, terminated or lapsed award or award surrendered or settled in cash will be added back to and again become

available for issuance under the 2024 Plan. Any shares withheld in respect of taxes, any shares tendered or withheld to pay the

exercise price of options and any shares underlying an award of stock appreciation rights will not be added back to or again

become available for issuance under the 2024 Plan. For the avoidance of doubt, awards granted under the 2024 Plan that by their

terms settle in cash will not reduce the 2024 Plan’s share reserve.

Plan Administration. Our Board of Directors, or a duly authorized committee of our Board of Directors (referred to collectively as

the “plan administrator”), will administer the 2024 Plan. The plan administrator may, in accordance with the terms of the 2024 Plan,

delegate to one or more of our officers the authority to determine (i) award recipients, (ii) how and when each award will be

granted, (iii) the types of awards to be granted, (iv) grant dates, (v) the number of shares subject to each award, (vi) the fair market

value of our common stock, and (vii) the provisions of each award, including the period of exercisability and the vesting schedule

applicable to an award.

Under the 2024 Plan, (i) the plan administrator will not, without stockholder approval, (A) reduce the exercise or strike price of an

option or stock appreciation right (other than in connection with a capitalization adjustment), (B) at any time when the exercise or

strike price of an option or stock appreciation right is above the fair market value of a share of our common stock, cancel and re-

grant or exchange such option or stock appreciation right for a new award with a lower (or no) purchase price or for cash and (C)

institute and determine the terms and conditions of an “exchange program” under which outstanding awards are surrendered or

cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of

a different type, and/or cash, participants would have the opportunity to transfer any outstanding awards to a financial institution or

other person or entity selected by the plan administrator, and/or the exercise price of an outstanding award is increased or

reduced, and (ii) a participant’s rights under any award will not be amended to materially adversely affect such participant’s rights

thereunder without the participant’s written consent.

Our Board of Directors is the plan administrator of the 2024 Plan unless and until administration of the plan is delegated to a

committee of one or more members of our Board of Directors in accordance with the 2024 Plan. Generally, the administration of

the 2024 Plan has been delegated to the Compensation and Human Capital Committee and, in connection with the administration

of the 2024 Plan, the Compensation and Human Capital Committee has the administrative powers and authority provided to the

Board of Directors under the 2024 Plan, concurrently with the authority retained by the Board of Directors to administer the 2024

Plan.

Awards Under the 2024 Plan

The 2024 Plan provides for the grant of ISOs, within the meaning of Section 422 of the Internal Revenue Code of 1986, as

amended (the “Code”), to our employees and our parent and subsidiary corporations’ employees, and for the grant of nonstatutory

stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards and other forms of awards to

our employees, directors and consultants and any of our affiliates’ employees and consultants.

Stock Options. ISOs and NSOs will be granted under stock option agreements adopted by the plan administrator. The plan

administrator will determine the exercise price for stock options, within the terms and conditions of the 2024 Plan, except the

exercise price of a stock option (other than an option assumed or substituted in connection with a corporate transaction) generally

will not be less than 100% (or 110% in the case of ISOs granted to a person who owns or is deemed to own stock possessing more

than 10% of our total combined voting power or that of any of our parent or subsidiary corporations, or a ten percent stockholder) of

the fair market value of our common stock on the date of grant. Options granted under the 2024 Plan will vest at the rate specified

in the stock option agreement as will be determined by the plan administrator. The terms and conditions of separate options need

not be identical.

No option will be exercisable after the expiration of ten years (or five years in the case of ISOs granted to a ten percent

stockholder) or a shorter period specified in the applicable award agreement. Unless otherwise determined by the plan

administrator or the terms of an option holder’s stock option agreement, or other written agreement between us and the recipient,

provide otherwise, if an option holder’s service relationship with us or any of our affiliates ceases for any reason other than

disability, death, or cause, the option holder may generally exercise any vested options for a period of three months following the


46 \| 2026 Proxy Statement	CareDx Inc.

Proposal 5

cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities

laws. If an option holder’s service relationship with us or any of our affiliates ceases due to death, or an option holder dies within a

certain period following cessation of service, the option holder or a beneficiary may generally exercise any vested options for a

period of 12 months following the date of death. If an option holder’s service relationship with us or any of our affiliates ceases due

to disability, the option holder may generally exercise any vested options for a period of 12 months following the cessation of

service. In the event of a termination for cause, options generally terminate upon the termination date. If a participant is suspended

pending investigation of whether their service relationship with us or any of our affiliates shall be terminated for cause, the

participant’s rights to exercise an option will be suspended during the investigation period. An option holder may not exercise an

option at any time that the issuance of shares upon such exercise would violate applicable law. Unless determined by the Board of

Directors or provided otherwise in the option holder’s stock option agreement or other written agreement between an option holder

and us, if an option holder’s service relationship with us or any of our affiliates ceases for any reason other than for cause and, at

any time during the last thirty days of the applicable post-termination exercise period: (i) the exercise of the option holder’s option

would be prohibited solely because the issuance of shares upon such exercise would violate applicable law, (ii) the immediate sale

of any shares issued upon such exercise would violate our trading policy or (iii) the plan administrator has suspended exercisability

of such option holder’s option pending investigation of whether their service relationship with us or any of our affiliates shall be

terminated for cause, then the applicable post-termination exercise period will be extended to the last day of the calendar month

that begins after the date the award would otherwise expire, with an additional extension of the exercise period to the last day of

the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period. There

is no limitation as to the maximum permitted number of extensions. However, in no event may an option be exercised beyond the

expiration of its term.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the

plan administrator and may include (i) cash, check, bank draft or money order payable to us; (ii) a broker-assisted cashless

exercise; (iii) subject to certain conditions, the tender of shares of our common stock previously owned by the option holder; (iv) a

net exercise of the option if it is an NSO; or (v) other legal consideration approved by the plan administrator.

Unless the plan administrator provides otherwise, options or stock appreciation rights generally will not be transferable except by

will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may

be transferred pursuant to a domestic relations order.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of our common stock with respect to

ISOs that are exercisable for the first time by any participant during any calendar year under all of our stock plans or plans of our

affiliates may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO

may be granted to any person who, at the time of the grant, is a ten percent stockholder unless (i) the option exercise price is at

least 110% of the fair market value of the stock subject to the option on the date of grant; and (ii) the term of the ISO does not

exceed five years from the date of grant.

Restricted Stock Unit Awards. Subject to the terms of the 2024 Plan, each restricted stock unit award will have such terms and

conditions as determined by the plan administrator. A restricted stock unit award represents a participant’s right to be issued on a

future date the number of shares of our common stock that is equal to the number of restricted stock units subject to the award. A

participant will not have voting or any other rights as a stockholder of ours with respect to any restricted stock unit award (unless

and until shares are actually issued in settlement of a vested restricted stock unit award). A restricted stock unit award will

generally be granted in consideration for a participant’s services to us or an affiliate, such that the participant will not be required to

make any payment to us (other than such services) with respect to the grant or vesting of the restricted stock unit award, or the

issuance of any shares pursuant to the restricted stock unit award. If, at the time of grant, the plan administrator determines that a

participant must pay consideration upon the issuance of shares pursuant to a restricted stock unit award, such consideration may

be paid in any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A

restricted stock unit award may be settled by cash, delivery of stock (or any combination of our common stock and cash), or in any

other form of consideration determined by the plan administrator and set forth in the restricted stock unit award agreement. At the

time of grant, the plan administrator may impose such restrictions or conditions on the award of restricted stock units that delay

delivery to a date following the vesting of the award in a manner intended to comply with Section 409A of the Code, as applicable.

Additionally, dividends or dividend equivalents may be paid or credited in respect of shares covered by a restricted stock unit

award, subject to the same restrictions on transferability and forfeitability as the underlying award with respect to which such


CareDx Inc.	2026 Proxy Statement \| 47

Proposal 5

dividends or dividend equivalents are granted and subject to such other terms and conditions as determined by the plan

administrator and specified in the applicable restricted stock unit award agreement. Except as determined by the plan administrator

or otherwise provided in the applicable award agreement, or other written agreement between us and the recipient, restricted stock

unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards. Restricted stock awards will be granted under restricted stock award agreements adopted by the plan

administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or future

services to us or any of our affiliates, or any other form of legal consideration that may be acceptable to the plan administrator and

permissible under applicable law. The plan administrator will determine the terms and conditions of restricted stock awards,

including vesting and forfeiture terms. Dividends or dividend equivalents may be paid or credited with respect to shares subject to a

restricted stock award, subject to the same restrictions on transferability and forfeitability as the underlying award with respect to

which such dividends or dividend equivalents are granted and subject to such other terms and conditions as determined by the

plan administrator and specified in the applicable restricted stock award agreement. If a participant’s service relationship with us

ends for any reason, we may receive any or all of the shares of our common stock held by the participant that have not vested as

of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Stock Appreciation Rights. Stock appreciation rights will be granted under stock appreciation right agreements adopted by the

plan administrator and denominated in shares of common stock equivalents. The terms of separation stock appreciation rights

need not be identical. The plan administrator will determine the purchase price or strike price for a stock appreciation right, which

generally will not be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation right

granted under the 2024 Plan will vest at the rate specified in the stock appreciation right agreement as will be determined by the

plan administrator. Stock appreciation rights may be settled in cash or shares of our common stock (or any combination of our

common stock and cash) or in any other form of payment, as determined by the plan administrator and specified in the stock

appreciation right agreement.

The plan administrator will determine the term of stock appreciation rights granted under the 2024 Plan, up to a maximum of 10

years. If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or

death, the participant may generally exercise any vested stock appreciation right for a period of three months following the

cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a

termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us or any of our affiliates

ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a

beneficiary may generally exercise any vested stock appreciation rights for a period of 18 months following the date of death. If a

participant’s service relationship with us or any of our affiliates ceases due to disability, the participant may generally exercise any

vested stock appreciation rights for a period of 12 months following the cessation of service. In the event of a termination for cause,

stock appreciation rights generally terminate upon the termination date. If a participant is suspended pending investigation of

whether their service relationship with us or any of our affiliates shall be terminated for cause, the participant’s rights to exercise a

stock appreciation right will be suspended during the investigation period. A holder of a stock appreciation right may not exercise a

stock appreciation right at any time that the issuance of shares upon such exercise would violate applicable law. Unless

determined by the plan administrator or provided otherwise in the stock appreciation right agreement or other written agreement

between the participant and us, if a participant’s service relationship with us or any of our affiliates ceases for any reason other

than for cause and, at any time during the last thirty days of the applicable post-termination exercise period: (i) the exercise of the

participant’s stock appreciation right would be prohibited solely because the issuance of shares upon such exercise would violate

applicable law, (ii) the immediate sale of any shares issued upon such exercise would violate our trading policy or (iii) the plan

administrator has suspended exercisability of such option holder’s option pending investigation of whether their service relationship

with us or any of our affiliates shall be terminated for cause, then the applicable post-termination exercise period will be extended

to the last day of the calendar month that begins after the date the award would otherwise expire, with an additional extension of

the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during

such extended exercise period. There is no limitation as to the maximum permitted number of extensions. However, in no event

may a stock appreciation right be exercised beyond the expiration of its term.


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Proposal 5

Other Stock Awards. The plan administrator will be permitted to grant other awards, based in whole or in part by reference to, or

otherwise based on, our common stock, either alone or in addition to other awards. The plan administrator will have the sole and

complete discretion to determine the persons to whom and the time or times at which other stock awards will be granted, the

number of shares under the other stock award (or cash equivalent), the form of payment (for example, shares of stock, cash or

other property) and all other terms and conditions of such awards.

Awards; Performance Criteria

Awards made pursuant to the 2024 Plan may be made subject to the attainment of performance goals relating to one or more

business criteria. For purposes of the 2024 Plan, such business criteria may include (but is not limited to) any one or more of the

following performance criteria, either individually, alternatively, or in any combination: earnings (including earnings per share and

net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total

stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price;

margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit;

operating cash flow; sales or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals;

improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow;

cash flow per share; share price performance; debt reduction; customer satisfaction; stockholders’ equity; capital expenditures;

debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating income; billings; pre-

clinical development related compound goals; financing; regulatory milestones, including approval of a compound; stockholder

liquidity; corporate governance and compliance; product commercialization; intellectual property; personnel matters; progress of

internal research or clinical programs; progress of partnered programs; partner satisfaction; budget management; clinical

achievements; completing phases of a clinical study (including the treatment phase); announcing or presenting preliminary or final

data from clinical studies; in each case, whether on particular timelines or generally; timely completion of clinical trials; submission

of INDs and NDAs and other regulatory achievements; partner or collaborator achievements; internal controls, including those

related to the Sarbanes-Oxley Act of 2002; research progress, including the development of programs; investor relations, analysts

and communication; manufacturing achievements (including obtaining particular yields from manufacturing runs and other

measurable objectives related to process development activities); strategic partnerships or transactions (including in-licensing and

out-licensing of intellectual property; establishing relationships with commercial entities with respect to the marketing, distribution

and sale of our products (including with group purchasing organizations, distributors and other vendors)); supply chain

achievements (including establishing relationships with manufacturers or suppliers of active pharmaceutical ingredients and other

component materials and manufacturers of our products); co-development, co-marketing, profit sharing, joint venture or other

similar arrangements; individual performance goals; corporate development and planning goals; and other measures of

performance selected by our Board of Directors or our Compensation and Human Capital Committee.

In determining performance outcomes related to such measures or criteria, the plan administrator may provide for the exclusion of

the impact of an event or occurrence which the plan administrator determines should appropriately be excluded, including: (a)

restructuring and/or other nonrecurring charges, (b) exchange rate effects, (c) the effects of changes to generally accepted

accounting principles, (d) the effects of any statutory adjustments to corporate tax rates, (e) the effects of items that are “unusual”

in nature or occur “infrequently” as determined under generally accepted accounting principles, (f) the dilutive effects of acquisitions

or joint ventures, (g) exclusions to assume that any business divested by us achieved performance objectives at targeted levels

during the balance of a performance period following such divestiture, (h) the effect of any change in the outstanding shares of our

common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation,

spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other

than regular cash dividends, (i) the effects of stock based compensation and the award of bonuses under the Company’s bonus

plans, (j) costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally

accepted accounting principles and (k) the goodwill and intangible asset impairment charges that are required to be recorded under

generally accepted accounting principles.


CareDx Inc.	2026 Proxy Statement \| 49

Proposal 5

Non-Employee Director Compensation Limit

The aggregate value of all compensation granted or paid following the effective date of the 2024 Plan to any individual for service

as a non-employee director with respect to any fiscal year, including awards granted under the 2024 Plan (valued based on the

grant date fair value for financial reporting purposes) and cash fees paid by us to such non-employee director, will not exceed

$750,000 in total value, except such amount will increase to $1,500,000 for the year in which a non-employee director is first

appointed or elected to our Board. For the avoidance of doubt, any awards granted and cash fees paid to a non-employee director

for their service as a non-employee director in respect of any fiscal year will count against the annual compensation limits for the

fiscal year to which such awards and fees related, regardless of any deferral of such Awards or fees.

Changes to Capital Structure

In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split, or recapitalization,

the plan administrator will appropriately and proportionately adjust (i) the class and maximum number of shares subject to the 2024

Plan; (ii) the class and maximum number of shares that may be issued on the exercise of ISOs; and (iii) the class and number of

shares and exercise price, strike price, or purchase price, if applicable, of all outstanding awards granted under the 2024 Plan.

Change in Control. In the event of a change in control (as defined below), all outstanding awards as of the date of such change in

control will be treated in the manner described in the definitive agreement evidencing such change in control (or, in the event that

such change in control is not effected pursuant to a definitive agreement to which the Company is a party, in the manner

determined by our Board of Directors). For the avoidance of doubt, the definitive agreement (or the Board of Directors’

determination) does not need to treat all awards outstanding under the 2024 Plan (or portions thereof) in an identical matter.

Unless otherwise provided in a participant’s award agreement or other written agreement with us or one of our affiliates or unless

otherwise expressly provided by the plan administrator at the time of grant (and without limiting the prior sentence), any awards

outstanding under the 2024 Plan may be assumed, continued or substituted for, in whole or in part, by any surviving or acquiring

corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to our common stock issued

pursuant to awards may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its

parent company) does not assume, continue or substitute for such awards, then (i) with respect to any such awards that are held

by participants whose continuous service has not terminated prior to the effective time of the change in control, or current

participants, the vesting (and exercisability, if applicable) of such awards will be accelerated in full (or, in the case of awards with

performance-based vesting with multiple vesting levels depending on the level of performance, unless provided otherwise in the

applicable award agreement, vesting will accelerate at 100% of the target level or such greater level as determined by the Board)

to a date prior to the effective time of the change in control (contingent upon the effectiveness of the corporate transaction), and

such awards will terminate if not exercised (if applicable) at or prior to the effective time of the change in control, and any

reacquisition or repurchase rights held by us with respect to such awards will lapse (contingent upon the effectiveness of the

change in control); and (ii) any such awards that are held by persons other than current participants will terminate if not exercised

(if applicable) prior to the occurrence of the change in control, except that any reacquisition or repurchase rights held by us with

respect to such awards will not terminate and may continue to be exercised notwithstanding the change in control.

In the event an award will terminate if not exercised prior to the effective time of a change in control, the plan administrator may

provide, in its sole discretion, that the holder of such award may not exercise such award but instead will receive a payment, in

such form as may be determined by the plan administrator, equal in value to the excess (if any) of (i) the value of the property the

participant would have received upon the exercise of the award, over (ii) any per share exercise price payable by such holder, if

applicable. As a condition to the receipt of an award, a participant will be deemed to have agreed that the award will be subject to

the terms of any agreement under the 2024 Plan governing a corporate transaction involving us.

Awards to be granted under the 2024 Plan may be subject to acceleration of vesting and exercisability upon or after a change in

control (as defined below) as may be provided in the applicable stock award agreement or in any other written agreement between

us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.


50 \| 2026 Proxy Statement	CareDx Inc.

Proposal 5

Under the 2024 Plan, a “change in control” generally will be: (i) the acquisition by any person or company of more than 50% of the

combined voting power of our then outstanding stock; (ii) a merger, consolidation or similar transaction in which our stockholders

immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving

entity (or the parent of the surviving entity) in substantially the same proportions as their ownership immediately prior to such

transaction; (iii) stockholder approval of a complete dissolution or liquidation; (iv) a sale, lease, exclusive license or other

disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is

owned by our stockholders in substantially the same proportions as their ownership of our outstanding voting securities

immediately prior to such transaction; or (v) when a majority of our Board of Directors becomes comprised of individuals who were

not serving on our Board of Directors on the date of the underwriting agreement related to this offering, or the incumbent board, or

whose nomination, appointment, or election was not approved by a majority of the incumbent board still in office.

Minimum Vesting Conditions

Subject to the proviso below, awards granted under the 2024 Plan will vest no earlier than the first anniversary of the date on which

the award is granted; provided, that the following will not be subject to the foregoing minimum vesting requirement: (i) awards to

non-employee directors that vest on earlier of the one-year anniversary of the date of grant and the next annual meeting of

stockholders, which is at least 50 weeks after the immediately preceding year’s annual meeting; (ii) additional awards the plan

administrator may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the

2024 Plan (subject to the 2024 Plan’s adjustment provisions); and (iii) any decision by our Board to provide for accelerated vesting

of any award in connection with the termination of a participant’s continuous service in exchange of a release of claims. The

foregoing restriction does not apply to the plan administrator’s discretion to provide for accelerated exercisability or vesting of any

award in the event of change in control in which the surviving corporation or acquiring corporation (or its parent company) does not

assume or continue such award or substitute a similar award.

Prohibition on Repricing

Other than pursuant to certain equitable adjustments as described in the 2024 Plan, the plan administrator will not, without the

approval of the Company’s stockholders, lower the option price per share of an option (or base price of a SAR) after it is granted,

cancel an option or SAR when the exercise price per share exceeds the fair market value of one share in exchange for cash or

another award (other than in connection with a change in control), or take any other action with respect to an option or SAR that

would be treated as a repricing under the rules and regulations of the principal United States (“U.S.”) national securities exchange

on which the shares are listed.

Deferral

In its discretion and subject to such terms and conditions as it may impose, the plan administrator may permit a participant to elect

to defer receipt of shares of common stock issuable pursuant to any equity award granted under the 2024 Plan to a time later than

the time the shares otherwise would be issued to the participant; provided that such deferral election complies with rules adopted

by the plan administrator, which comply with, or are exempt from, the requirements of Section 409A of the Code. In such event, the

plan administrator may, in its discretion, provide for the payment by the Company of an additional amount representing interest at a

reasonable rate or the actual rate of return on one or more predetermined specific investments, as determined by the plan

administrator.

Foreign Employees and Consultants

Awards may be granted to participants who are foreign nationals or employed or providing services outside the United States, or

both, on such terms and conditions different from those applicable to awards to employees or consultants providing services in the

United States as may, in the judgment of the plan administrator, be necessary or desirable in order to recognize differences in local

law or tax policy.


CareDx Inc.	2026 Proxy Statement \| 51

Proposal 5

Transferability

Except as determined by the Board or expressly provided in the 2024 Plan or the form of award agreement, awards granted under

the 2024 Plan may not be transferred or assigned by a participant. After the vested shares subject to an award have been issued,

or in the case of a restricted stock award and similar awards, after the issued shares have vested, the holder of such shares is free

to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in

compliance with the terms of our trading policy and applicable law.

Clawback/Recovery

All awards granted under the 2024 Plan will be subject to recoupment in accordance with our current clawback policy and as

otherwise required by the Dodd-Frank Act or other applicable law, and any clawback policy that we otherwise adopt, to the extent

applicable and permissible under applicable law. See “Board of Directors and Corporate Governance—Clawback Policy”. In

addition, the plan administrator may impose such other clawback, recovery or recoupment provisions in an award agreement as

the plan administrator determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously

acquired shares of our common stock or other cash or property upon the occurrence of cause.

Amendment or Termination

The plan administrator may accelerate the time at which an award granted under the 2024 Plan may first be exercised or the time

during which an award grant under the 2024 Plan or any part thereof will vest, notwithstanding the provisions in the award

agreement stating the time at which it may first be exercised or the time during which it will vest. The plan administrator will have

the authority to amend, suspend or terminate the 2024 Plan at any time, provided that such action does not materially impair the

existing rights of any participant without such participant’s written consent. Certain material amendments will also require the

approval of our stockholders. No ISOs may be granted after the tenth anniversary of the effective date of the 2024 Plan. No awards

may be granted under the 2024 Plan while it is suspended or after it is terminated.

Form S-8 Registration Statement

We intend to file a registration statement on Form S-8 to register the additional shares of our common stock approved under the

amendment to the 2024 Plan.

New Plan Benefits

As described above, the selection of participants who will receive awards under the 2024 Plan and the size and types of awards

will be determined by the plan administrator at its discretion. None of the shares authorized by the amendment to the 2024 Plan

have been awarded to any of the directors or employees, and no commitment has been made to award any such shares. The plan

administrator has authority to authorize future awards under the 2024 Plan from time to time. The value of any future equity awards

will ultimately depend on the nature and size of the awards, the future price of our common stock and the exercise decisions made

by the participants, among other factors, and will be subject to such vesting conditions under the 2024 Plan as the plan

administrator determines from time to time. Therefore, the amount of any future awards under the 2024 Plan is not yet

determinable and it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals

or groups of employees. Currently, our non-employee directors are entitled to receive cash and equity compensation for their

service as directors as described above under “Board of Directors and Corporate Governance—Director Compensation.” For

further details on the awards granted during the fiscal year ended December 31, 2025 under the 2024 Plan, please refer to the

executive and director compensation tables beginning on page 68 and 32, respectively, of this proxy statement.


52 \| 2026 Proxy Statement	CareDx Inc.

Proposal 5

Historical Plan Benefits

The table below shows, for the individuals and groups listed below, all equity awards granted under the 2024 Plan from its

inception through December 31, 2025. Amounts shown represent the total number of shares of our common stock subject to

awards granted under the 2024 Plan, whether or not such awards remain outstanding as of that date.


Name and position	Number of shares (#)

John W. Hanna	286,723
Keith Kennedy	110,278
Jessica Meng	88,223
Jeffrey Novack	33,083
Abhishek Jain	79,400
Nathan Smith	60,000
All current executive officers as a group excluding the NEOs (6) persons	191,882
All current directors who are not executive officers as a group	380,443
All current and former employees (excluding current executive officers as a group)	1,000,020

Certain U.S. Federal Income Tax Consequences

The following is a summary of the U.S. federal income tax treatment applicable to us and the participants who receive awards

under the 2024 Plan based on the federal income tax laws in effect on the date of this proxy statement. This summary is not

intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific

circumstances. The summary expressly does not discuss the income tax laws of any state, municipality or non-U.S. taxing

jurisdiction, or the gift, estate, excise or other tax laws other than U.S. federal income tax law. Because individual circumstances

may vary, we recommend that all participants to consult with their tax advisor concerning the tax implications of awards granted

under the 2024 Plan.

Stock Option Grants

Stock options granted under the 2024 Plan may either be ISOs, which satisfy the requirements of Section 422 of the Code, or

NSOs, which are not intended to meet such requirements. The U.S. federal income tax treatment for the two types of options

differs as follows:

Incentive Stock Options

No taxable income is recognized by the participant at the time of the grant of an ISO, and no taxable income is recognized for

ordinary income tax purposes at the time the ISO is exercised, although taxable income may arise at that time for alternative

minimum tax purposes. Unless there is a disqualifying disposition, as described below, the participant will recognize long-term

capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares

over (ii) the exercise price paid for the shares.


CareDx Inc.	2026 Proxy Statement \| 53

Proposal 5

A disqualifying disposition occurs if the disposition is less than two years after the date of grant or less than one year after the

exercise date. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the

exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be

taxable as ordinary income to the participant. Any additional gain or loss recognized upon the disposition will be a capital gain or

loss.

If the participant makes a disqualifying disposition of the purchased shares, then we will be entitled to an income tax deduction for

the taxable year in which such disposition occurs, equal to the amount of ordinary income recognized by the participant as a result

of the disposition. We will not be entitled to any income tax deduction if the participant makes a qualifying disposition of the shares.

Non-Statutory Stock Options

No taxable income is recognized by a participant upon the grant of an NSO. The participant in general will recognize ordinary

income, in the year in which the NSO is exercised, equal to the excess of the fair market value of the purchased shares on the

exercise date over the exercise price paid for the shares. We will be entitled to an income tax deduction equal to the amount of

ordinary income recognized by the participant with respect to the exercised non-statutory stock option.

SARs

No taxable income is recognized upon receipt of an SAR. The holder will recognize ordinary income in the year in which the SAR is

exercised, in an amount equal to the excess of (i) the fair market value of the underlying shares of common stock on the exercise

date over (ii) the base price in effect for the exercised right. We will be entitled to an income tax deduction equal to the amount of

ordinary income recognized by the holder in connection with the exercise of the SAR.

Stock Awards

Participants will recognize ordinary income at the time unrestricted stock awards are granted in an amount equal to the excess of

(i) the fair market value of the shares on the grant date over (ii) the cash consideration (if any) paid for the shares.

No taxable income is recognized at the time restricted stock awards are issued but the participant will have to report as ordinary

income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on

the vesting date over (ii) the cash consideration (if any) paid for the shares. The participant may, however, elect under Section

83(b) of the Code to include as ordinary income in the year the unvested shares are issued an amount equal to the excess of (a)

the fair market value of those shares on the issue date over (b) the cash consideration (if any) paid for such shares. If the Section

83(b) election is made, the participant will not recognize any additional income as and when the shares subsequently vest.

We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time

such ordinary income is recognized by the participant.

Other Awards

Generally, no taxable income is recognized upon receipt of stock units (including RSUs), performance awards or cash awards. The

holder will recognize ordinary income in the year in which the shares subject to the award are actually issued or in the year in which

the award is settled in cash. The amount of that income will be equal to the fair market value of the shares on the date of issuance

or the amount of the cash paid in settlement of the award.

We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder at the time the

shares are issued or the cash amount is paid.


54 \| 2026 Proxy Statement	CareDx Inc.

Proposal 5

Withholding

Prior to the delivery of any shares of our common stock or cash pursuant to a 2024 Plan award (or exercise thereof), the Company

will have the power and the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to

satisfy federal, state, and local taxes or other amounts (including the participant’s FICA obligation) required to be withheld with

respect to such award (or exercise thereof). The plan administrator, in its sole discretion and pursuant to such procedures as it may

specify from time to time, may permit a participant to satisfy such tax withholding obligation, in whole or in part by (a) electing to

have the Company withhold otherwise deliverable shares of our common stock, or (b) delivering to the Company already-owned

shares of our common stock having a fair market value equal to the minimum amount required to be withheld. If the plan

administrator permits shares of our common stock to be withheld from the award to satisfy applicable withholding obligations, the

fair market value of the shares of our common stock withheld, as determined as of the date of withholding, will not exceed the

amount determined by the applicable minimum statutory withholding rates unless the plan administrator determines an additional

amount can be withheld and will not result in adverse accounting consequences, and the plan administrator authorizes such

additional withholding.

Section 409A of the Code

Certain types of awards under the 2024 Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of

the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be

taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to

an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the

2024 Plan and awards granted under the 2024 Plan are intended to be structured and interpreted in a manner intended to either

comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive

guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the plan

administrator, the 2024 Plan and applicable award agreements may be amended to further comply with Section 409A of the Code

or to exempt the applicable awards from Section 409A of the Code.

Deductibility of Executive Compensation

Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain annual compensation paid to any

“covered employee” in excess of $1 million. For purposes of Section 162(m), the term “covered employee” includes any individual

who serves or has served as our chief executive officer, chief financial officer or one of the other three most highly compensated

executive officers for 2017 or any subsequent calendar year. It is expected that compensation deductions for any covered

employee with respect to awards under the 2024 Plan will be subject to the $1 million annual deduction limitation.

Vote Required; Board Recommendation

Approval of the amendment to the 2024 Plan requires the affirmative vote of a majority of the shares of our common stock present

virtually 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.



		Our Board of Directors unanimously recommends that our Stockholders vote “FOR” the approval of the amendment to the 2024 Equity Incentive Plan.


CareDx Inc.	2026 Proxy Statement \| 55

Executive Officers

The following table identifies certain information about our executive officers as of April 25, 2026. There are no family relationships

among any of our directors or executive officers.


Name	Age	Position(s)

John W. Hanna	46	President and Chief Executive Officer
Keith Kennedy	56	Chief Operating Officer and Chief Financial Officer
Jessica Meng	51	Chief Commercial Officer
Jeffrey Novack	43	General Counsel and Secretary

John W. Hanna was appointed as our President and Chief Executive Officer, effective April 15, 2024. Prior to his appointment, Mr.

Hanna served as the Chief Executive Officer of Apton Biosystems, Inc., from April 2021 to August 2023. Apton Biosystems, Inc.

was acquired by Pacific Biosciences of California, Inc. in August 2023, where Mr. Hanna served as Vice President of Corporate

Development from August 2023 to March 2024. Mr. Hanna previously served for ten years with Veracyte, Inc. from September

2011 to March 2021, where his most recent position was Chief Commercial Officer since March 2017. Prior to Veracyte, Mr. Hanna

held leadership roles at Humana and IBM. Mr. Hanna received a B.S. in Political Science from Hampden-Sydney College in 2001

and an M.B.A. from the University of Miami in 2008.

Keith Kennedy has served as our Chief Operating Officer since September 2024 and, since February 2026, has also served as

our Chief Financial Officer. Prior to joining us, Mr. Kennedy served as the Chief Financial Officer of PharmaLogic Holdings Corp

from April 2022 to September 2024. Mr. Kennedy served as Veracyte Inc.’s Chief Operating Officer from July 2019, as well as its

Chief Financial Officer from December 2016, until his retirement in May 2021, as well as its Secretary from November 2017 to July

2020. Prior to joining Veracyte, Mr. Kennedy provided strategic counsel and consulting services from his consulting practice from

September 2015 to November 2016, including advisory services to Pennant Park Investment Advisors. Mr. Kennedy served as

President, Chief Executive Officer and Director of MCG Capital Corporation, a publicly traded business development company,

from April 2014 until its merger with Pennant Park Floating Rate Capital Ltd in August 2015. Mr. Kennedy joined MCG Capital

Corporation in February 2012 as an Executive Vice President and Managing Director, served as its Chief Financial Officer and

Treasurer from May 2012 to March 2014, and its President from March to April 2014. Prior to MCG, Mr. Kennedy served as a

Managing Director at GE Capital, a Manager of Transaction Services at Ernst & Young LLP and as an Officer in the U.S. Air Force.

Mr. Kennedy holds a B.S. in Accounting with high distinction from Indiana University and holds an M.B.A. from the College of

William & Mary. Mr. Kennedy is a Chartered Financial Analyst and Certified Public Accountant.

Jessica Meng was appointed as our Chief Commercial Officer, effective September 12, 2024. Ms. Meng previously served as

Chief Commercial Officer at DELFI Diagnostics from July 2022 to September 2023, where she served first as a consultant

beginning January 2022. Ms. Meng served as Chief Commercial Officer and General Manager of Women’s Health at Myovant

Sciences from May 2020 to December 2021. Ms. Meng previously held roles of increasing responsibility in sales and marketing

leadership at Veracyte from November 2017 to May 2020 and Genentech from 2004 to 2017. Prior to Genentech she worked at

Progress Software and Monitor Company. Ms. Meng received a Bachelor of Science in Finance and Bachelor of Arts in

International Relations with a minor in Mathematics from the University of Pennsylvania, and a Master’s in Business Administration,

Marketing, Strategic Management from The Wharton School.


CareDx Inc.	2026 Proxy Statement \| 57

Executive Compensation

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation philosophy and

objectives, as well as a description of the material components of our executive compensation program. This CD&A is intended to

be read in conjunction with the tables that immediately follow this section, which provide further historical compensation

information.

During fiscal year 2025, the following executive officers constituted our named executive officers (collectively, our “NEOs”):


Name	Position(s)

John W. Hanna	President and Chief Executive Officer
Keith Kennedy(1)	Chief Operating Officer and Chief Financial Officer
Jessica Meng	Chief Commercial Officer
Jeffrey Novack	General Counsel and Secretary
Abhishek Jain(2)	Chief Financial Officer
Nathan Smith(3)	Chief Financial Officer

(1)Mr. Kennedy’s employment with us as our Chief Operating Officer commenced effective September 12, 2024. In addition to his role as Chief

Operating Officer, he was appointed as the Company’s Chief Financial Officer, effective as of February 26, 2026.

(2)Mr. Jain transitioned from his position as the Company’s Chief Financial Officer on August 6, 2025.

(3)Mr. Smith’s employment with us as our Chief Financial Officer commenced effective August 7, 2025. Mr. Smith transitioned from his position as

the Company’s Chief Financial Officer on February 25, 2026.

I.Executive Summary

2025 Business Highlights

CareDx is a precision medicine company dedicated to improving outcomes for transplant patients and advancing organ health. We

deliver solutions designed to empower clinicians and improve patient outcomes. Our integrated solutions include non-invasive

molecular testing for heart, kidney, and lung transplants; laboratory products; digital health technologies; and patient solutions that

support care before and after transplant. CareDx is the leading provider of genomics-based information for transplant patients.

We have initiated several clinical studies to generate data on our existing and planned future testing services. From time to time,

we partner with pharma and biopharma companies to use our technology and tests, often in clinical trials, to identify or screen for

patients that may be appropriate candidates for their products. We also offer high-quality products in the pre-transplant space that

increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and

organs. We also provide digital transplant solutions and various offerings that help transplant centers with patient management,

outcomes quality and operational support.

Fiscal year 2025 was an important year for CareDx as we achieved the following:

Financials and Performance

•Reported full year revenue of $380 million, an increase of 14% year-over-year

•Reported full year testing services revenue of $275 million, an increase of 10% year-over-year, and testing services

volume of approximately 200,000, an increase of 14% year-over-year


CareDx Inc.	2026 Proxy Statement \| 59

Executive Compensation

In 2025, our Compensation and Human Capital Committee continued to focus on retention, incentivizing our leadership team, and

attracting new employees. The compensation decisions for the 2025 fiscal year reflect the successful retention and incentivization

of the Company’s leadership without compromising the Company’s objective of maintaining and ensuring the long-term growth and

success of the Company and the best interests of our stockholders. Aligned with our accomplishments in 2025 and continued

strong business and company performance as outlined above, we continued to incentivize our executive officers through a

compensation program that aligns our executives with the best interests of our stockholders by placing an emphasis on pay for

performance while balancing retention needs and building share ownership among our executives. Our performance-based

incentives aim to strengthen the pay-for-performance relationship and drive fulfillment of key strategic goals. We continue to

manage award design, with a goal of delivering value that is aligned with our compensation philosophy and proactively managing

our share usage as well as dilution during a period of rapid growth.

Results of Fiscal Year 2024 Stockholder Advisory Vote

At our 2025 annual meeting of stockholders, our stockholders approved our Say-on-Pay proposal with 91.5% of the votes in favor

of the fiscal year 2024 compensation of our named executive officers. We believe that the 2024 vote approving our Say-on-Pay

proposal once again conveyed our stockholders’ consistent strong support and endorsement of our existing executive

compensation program and affirmed that our overall executive compensation program is aligned with the interests of our

stockholders. Our Compensation and Human Capital Committee will continue to consider feedback from our stockholders when

making future compensation decisions, and will continue to benchmark, against peers, our governance practices and executive

compensation program.

We are committed to regular and transparent communication and engagement with our current and future stockholders and reach

out to our largest stockholders at least annually.

II.Compensation Philosophy

We operate within a complex business environment in a competitive industry, which requires a very strong management team. Our

business model requires our management team to be adept at developing competitive technologies to support multiple customers,

including hospitals, all within multiple geographies. Many of our competitors have substantially greater capital resources and larger

sales forces than we do. In addition, the diagnostics industry is characterized by rapid product development and technological

advances, which require our management team to be adept at managing these key areas of the business.

As a result, the Compensation and Human Capital Committee believes that it is critical to attract, develop and retain a highly-

qualified management team with the experience, knowledge, expertise and vision capable of not only operating, but also excelling,

in this complex and competitive business environment, including competing against larger competitors and developing and

commercializing new products, new and improved technologies and new applications for our existing technologies.

Our executive compensation program 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 and

Human Capital Committee believes that our executive compensation program should provide compensation that:

•attracts and retains the best executive talent;

•appropriately aligns our business objectives and stockholder interests;

•maintains a reasonable balance across types and purposes of compensation;

•motivates our executive officers to achieve our annual and long-term strategic goals and rewards performance based on

the attainment of such goals;

•appropriately considers risk and reward in the context of our business environment and long-range business plans;

•recognizes individual value and contributions to our success;

•considers, but does not exclusively rely upon, competitive market data; and

•assists with the design and structure of our overall equity compensation practices.


60 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

We seek to achieve these objectives in a way that is consistent with the long-term interests of our company and those of our

stakeholders, including our stockholders and employees. We structure the annual compensation of our executive officers, including

our NEOs, using three principal elements: base salary, annual cash incentives and long-term compensation opportunities in the

form of equity awards.

Our Compensation and Human Capital 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 critical to our ability to create sustained long-term stockholder value. Consequently, our

Compensation and Human Capital Committee believes the substantial majority of NEO compensation should be at-risk, variable

pay to facilitate the successful execution of our business strategy.

III.Compensation Determination Process

Role of Compensation and Human Capital Committee

The Compensation and Human Capital Committee discharges the responsibilities of our Board of Directors relating to the

compensation of our executive officers. The Compensation and Human Capital Committee consists of directors who are

“independent” directors as required by the Nasdaq Rules and Exchange Act Rule 10C-1, and “non-employee directors” for

purposes of Exchange Act Rule 16b-3.

The Compensation and Human Capital Committee has responsibility for (i) overseeing our compensation and benefits policies

generally and (ii) overseeing, evaluating and approving the compensation plans, policies and programs applicable to our Chief

Executive Officer, as well as our other executive officers, including our other NEOs. In carrying out its responsibilities, the

Compensation and Human Capital 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.

The Compensation and Human Capital Committee conducts reviews of our compensation policies and programs on at least an

annual basis to ensure that they enhance stockholder value, align pay and performance, and attract and retain top executive talent.

This includes a review of internal pay equity among the executive team. With the assistance of our independent compensation

consultant, the Compensation and Human Capital Committee seeks to maintain appropriate base salary, annual bonus and equity

compensation plans for our executives.

Role of Chief Executive Officer & Management

For fiscal year 2025, the Compensation and Human Capital Committee considered executive officer compensation including our

current Chief Executive Officer Mr. Hanna, against the Company’s peer group. Our Compensation and Human Capital Committee

reviews recommendations from Mr. Hanna and other data and makes decisions as to total compensation for each executive officer

other than Mr. Hanna, as well as each individual compensation component. The Compensation and Human Capital Committee

makes the final decisions regarding executive compensation for our Chief Executive Officer. The Compensation and Human

Capital Committee does not delegate any of its functions to others in deciding executive compensation.

Use of Independent Compensation Consultant

Our Compensation and Human Capital 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. Since September

2023, the Compensation and Human Capital Committee has retained Alpine Rewards (“Alpine”) as its independent outside

compensation consultant to assist with setting executive compensation and the Company’s broader employee equity strategy. The

Compensation and Human Capital Committee has sole authority to retain or replace such independent compensation consultants.

The Compensation and Human Capital Committee annually evaluates the compensation consultant’s independence and

performance under the Nasdaq Rules. The Compensation and Human Capital Committee believes that working with an

independent compensation consultant furthers our 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.


CareDx Inc.	2026 Proxy Statement \| 61

Executive Compensation

In 2025, Alpine provided the following services to the Compensation and Human Capital Committee:

•Provided consulting services and key insights on executive compensation based on relevant market data throughout the

process of recruiting and hiring our newly-hired NEOs;

•Reviewed and recommended adjustments to our peer group;

•Conducted an extensive executive compensation assessment; and

•Provided other key insights on executive and outside director compensation based on relevant market data.

Alpine did not provide any services to us other than the consulting services to the Compensation and Human Capital Committee.

The Compensation and Human Capital Committee conducted a review of its relationship with Alpine in 2025 and determined that

Alpine’s work for the Compensation and Human Capital Committee did not raise any conflicts of interest. The Compensation and

Human Capital Committee determined that Alpine’s work has conformed to the independence factors and guidance provided by the

SEC and The Nasdaq Stock Market LLC.

Use of a Peer Group

With the assistance and recommendations of Alpine, the Compensation and Human Capital Committee has developed a peer

group of companies for use in making compensation decisions as a reference group to provide a broad perspective on competitive

pay levels and practices with respect to compensation paid in fiscal year 2025.

When selecting appropriate peers, the general criteria used were:

•Industry – US-based companies focused on the discovery, development, and commercialization of clinical diagnostic

solutions, including genetic testing and sequencing

•Revenues – between $150 million and $850 million

•Market Capitalization – between $400 million and $4 billion

For compensation decisions for fiscal year 2025, the following public companies were selected as our peer group:

2025 Peer Group


10x Genomics, Inc.*	Adaptive Biotechnologies Corp.	Alphatec Spine, Inc.*	AtriCure, Inc.*
Castle Biosciences, Inc.	Cerus Corporation	Cytek Biosciences, Inc.*	Fulgent Genetics, Inc.
Guardant Health, Inc.	iRhythm Technologies, Inc.*	Maravai Lifesciences, Inc.*	Natera, Inc.
Myriad Genetics, Inc.	NeoGenomics, Inc.	Pacific Biosciences of California, Inc.	Quanterix Corporation
Standard Bio Tools, Inc.*	TransMedics Group	Twist Bioscience Corporation	Veracyte, Inc.

*New for 2025. Invitae, NanoString Technologies, OraSure Technologies and Renalytix were removed for 2025 from the 2024 peer group of

companies.


62 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

The Compensation and Human Capital Committee does not engage in formal benchmarking against other companies’

compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to

our executive officers, including our NEOs. Instead, in making its determinations, the Compensation and Human Capital Committee

reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the

executive positions at these companies are considered comparable to our positions and informative of the competitive

environment, as well as more broad-based compensation surveys to gain a general understanding of market compensation levels.

Assessment of Risk

The Compensation and Human Capital Committee also evaluates and considers the potential risks in our business when designing

and administering our executive compensation program, and discusses these risks with our management to determine whether our

compensation philosophy and practices encourage excessive risk-taking. We believe our balanced approach to performance

measurement and pay delivery works to avoid misaligned incentives for individuals to undertake excessive or inappropriate risk,

and our Compensation and Human Capital Committee has determined that the risks arising from our compensation policies and

practices are not reasonably likely to have a material adverse effect on our company.

IV.Pay Components

Our executive compensation program consists of three primary elements: Base Salaries, Short-Term Incentives, and Long-Term

Incentives:


Element	Performance Period	Objective	Performance Measured / Rewarded


Base Salary	Annual	Attracts, retains, and rewards top talent and reflects an NEO’s responsibilities, performance, and relevant market data	•Provides NEOs with fixed compensation that acts as a vehicle to motivate and retain executives •Rewards executives for key performance and contributions


Short-Term Incentives	Annual	Rewards achievement of our annual goals subject to meeting individual performance expectations	•Rewards NEOs for their individual performance and our performance over the fiscal year •Cash bonuses, which are based on our financial and strategic goals. The three metrics used for 2025 cash bonuses were: •Revenues - 40% weighting •Adjusted EBITDA - 40% weighting •Cash - 20% weighting


Long-Term Incentives	Long-Term	Aligns the interests of management and stockholders and serves as an important retention vehicle; supports the achievement of strong stock price growth	•Annual equity awards comprising of both RSUs and PRUSs. The weighting of the awards were 70% RSUs and 30% PRSUs for our NEOs in 2025. In 2026, this weighting increased to 50% PRSUs and 50% RSUs for our NEOs. •PRSUs granted to our NEOs in 2025 and 2026 have a two-year performance period with one year of additional time vesting thereafter, and are based on revenue goals. •RSUs granted to our NEOs in 2025 and 2026 vest over three years. •In 2025, we did not grant stock options to our NEOs. This is aligned with our strategy of reducing burn rate.


CareDx Inc.	2026 Proxy Statement \| 63

Executive Compensation

We are committed to a strong performance orientation in our compensation program and effective corporate governance practices

for a company at our development stage and industry. As such we routinely review our policies and program design. Some of our

best practices in governance that we observe include:


What We Do		What We Don’t Do


ü	Pay-for-performance based on both financial and non-financial metrics	X	Provide excessive severance payments


ü	Maintain an Insider Trading Policy	X	Use excise tax gross-ups


ü	Align compensation with stockholder interests	X	Utilize guaranteed bonuses


ü	Maintain “Double Trigger” benefits in the case of a change in control	X	Provide single trigger change-in-control severance payments


ü	Annual compensation review	X	Provide excessive perquisites


ü	Recommending annual stockholder advisory vote on NEO compensation	X	Provide supplemental executive retirement plans


ü	Provide only very limited perquisites to executive	X	Provide special welfare benefits to our executive officers


ü	Director and executive officer stock ownership guidelines	X	Permit the payment of dividends on RSUs or PRSUs prior to vesting


ü	Balanced pay mix of fixed and variable pay	X	Permit cash buyouts of options without stockholder consent


ü	Multi-year vesting requirements for restricted stock unit awards	X	Permit option repricings without stockholder consent


ü	Robust anti-hedging and pledging policies


ü	Retain an independent compensation consultant


ü	Only independent directors serve on our board committees


ü	Maintain compensation recovery (“clawback”) policy


ü	Provide that equity awards granted under our equity incentive plans are subject to minimum vesting of at least one year


CareDx Inc.	2026 Proxy Statement \| 65

Executive Compensation

Base Salary

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 executive officer with a specified level of cash

compensation during the year with the expectation that they will perform their responsibilities to the best of their 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 CareDx and the performance contributions each makes.

Base salary changes in 2025 varied by executive due either to merit increases and/or market adjustments. The increases in 2025

were based on a review of market data from Alpine for similar roles and positions within our compensation peer group and an

assessment of the following factors:

•Peer group data and external market information;

•Individual performance;

•The level of responsibility assumed and the nature and complexity of each NEO’s role;

•The leadership demonstrated to create and promote a day-to-day working environment; and

•The desire to attract, engage and retain NEOs capable of achieving our strategic objectives and the marketability and

criticality of retention of NEOs.

The 2025 salary changes were effective April 1, 2025, other than as set forth in footnotes below. The footnotes below describe the

changes to base salary during fiscal year 2025. Actual amounts of salary paid to our NEOs are described in the “Summary

Compensation Table” below.


Named Executive Officer*	2025	2024	Increase

John W. Hanna	$700,000	$675,000	4%
Keith Kennedy	$592,250	$575,000	3%
Jessica Meng	$489,250	$475,000	3%
Jeffrey Novack	$370,000	$340,000	9%
Abhishek Jain(1)	$444,548	$431,600	3%
Nathan Smith(2)	$400,000	N/A	N/A

(1)Effective April 1, 2025, Mr. Jain’s annual base salary was increased from $431,600 to $444,548. Mr. Jain’s employment with us was

terminated effective August 6, 2025.

(2)Mr Smith’s employment with us as our Chief Financial Officer commenced effective August 7, 2025. Mr. Smith’s employment with us

terminated effective February 25, 2026. Mr. Kennedy assumed the additional role of Chief Financial Officer effective February 26, 2026.

Annual Incentives

Our 2025 cash bonus program, adopted pursuant to our Executive Compensation Plan, is designed to provide a financial incentive

to reward key executives for the achievement of annual corporate performance objectives. Under the cash bonus program, each

NEO has an award opportunity expressed as a percentage of their base salary. Payments under the cash bonus program are

based on pre-established company metrics and departmental goals. Actual performance against these metrics determines the

Company factor for purposes of calculating payments under the cash bonus program (the “Company Factor”) and determines the

level of vesting of the 2025 and 2026 PRSUs. Threshold levels of performance must be met for bonuses to be earned and vesting

to occur. For purposes of our cash bonus program, in 2025, the Company Factor could range from zero to 200%.

For fiscal year 2025, the cash bonus program was weighted 70% on a Company Factor and 30% on a Departmental Factor.


66 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

For the Company Factor, the Compensation and Human Capital Committee selected Revenue as the primary financial

performance measure to be used to determine annual cash bonuses as it is the best indicator of our growth and selected Adjusted

EBITDA and Cash as the second and third measure to determine annual cash bonuses to provide an incentive to manage our cash

expenditures as we navigated toward profitability. The Company Factor had three metrics: Revenue (weighted at 40%), Adjusted

EBITDA (weighted at 40%), and Cash (weighted at 20%). Adjusted EBITDA is defined as non-GAAP net income (loss) before net

interest income, income tax expense, depreciation and other (income) expense and excludes the impact of a $6.5 million special

cash payment made to non-executives in lieu of equity grants during the fourth quarter of fiscal year 2025. Cash is defined as cash

and cash equivalents including marketable securities, excluding $88 million of cash used in share repurchases carried out during

fiscal year 2025. For each of these Company metrics, in the first quarter of fiscal year 2025, the Compensation and Human Capital

Committee established performance thresholds at the following levels: less than 50% (threshold) achievement; 100% (target)

achievement; and 200% or greater achievement (maximum).

The Departmental Factor was based on departmental goals which were designed to align with the Company’s business priorities

and strategic objectives, focusing on execution against key operational, product, technology, and infrastructure initiatives. Each of

the Company's 9 departments developed individualized goals. For example, the Commercial department's goals included

launching new services and products and expanding our in-network access for patients and the Operations’ department's goals

included strengthening tools and processes. The Departmental metrics had the same threshold achievement of 50% and target

achievement of 100% as the Company metrics but the maximum achievement was 125%.

Bonus payouts are determined as a percentage of each NEO’s target bonus opportunity, such that threshold performance results in

a payment of 50 % of target bonus opportunity; target performance results in 100% of target bonus opportunity and maximum

performance results in payment of up to 177.5%, with linear interpolation used for achievement between threshold and maximum.

Company Financial Metrics (2025)


		Funding Amount
	Weighting	50%	100%	200%

Revenue	40%	$365M	$385M	$400M
Adjusted EBITDA	40%	$28M	$35M	$50M
Cash	20%	$261M	$270M	$285M

Therefore, through our cash bonus program, NEOs may earn a significantly higher payout if target performance is exceeded. NEOs

also bear the risk of a lower payout if target performance is not achieved, and the risk of no payout for below-threshold results.

The Compensation and Human Capital Committee set the Company metrics, for purposes of the bonuses earned for fiscal year

2025, at 124% based on our 2025 achievements in Revenue, Adjusted EBITDA, and Cash.

Company Financial Metric Achievement (2025)


	Weighting	Actual	Achievement (% of Target Payout)

Revenue	40%	$380M	88%
Adjusted EBITDA	40%	$32M	123%
Cash	20%	$200M	200%
Total Financial Goals			124%


CareDx Inc.	2026 Proxy Statement \| 67

Executive Compensation

The Departmental goal achievement was between 100% and 125%, with the achievement by NEO shown in the table below. The

Compensation and Human Capital Committee elected to award bonuses between 117% and 124% of target to NEOs when

factoring in this performance.

To arrive at each NEO’s earned bonus for fiscal year 2025, the Compensation and Human Capital Committee multiplied the NEO’s

eligible earnings, by the NEO’s annual target bonus percentage, and then by the Company and Departmental Factor (with 70%

weighted to company and 30% to department).

The annual incentive cash bonuses paid to our NEOs for 2025 were:


Named Executive Officer	Eligible Earnings for Purposes of Bonus* ($)	2025 Annual Target Bonus (% of base) (%)	Company Factor (70% Weighting) (%)	Departmental Factor (30% Weighting) (%)	2025 Earned Bonus ($)

John W. Hanna	694,231	100	124	120	852,515
Keith Kennedy	588,269	60	124	117	430,260
Jessica Meng	485,962	60	124	115	353,683
Jeffrey Novack	363,077	50	124	108	216,394
Abhishek Jain(1)	441,675	60	124	100	309,526
Nathan Smith	156,923	50	124	100	91,643

*Eligible earnings are the actual amounts of salaries that the NEOs received during 2025.

(1)Pursuant to our separation and release agreement with Mr. Jain, dated August 6, 2025, we agreed to pay Mr. Jain his annual bonus for 2025

at the company achievement, payable in accordance with our standard bonus schedule in February 2026. This amount is included in the “Non-

Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.

Long-Term Incentives

Our focus on long-term value creation results in our executive compensation program having a heavy weighting toward equity

compensation, which historically included stock options, RSUs and PRSUs and, with respect to fiscal year 2025, includes RSUs

and PRSUs. We rely heavily on equity compensation that vests over a multi-year period to ensure that a significant portion of a

named executive officer’s compensation opportunity is related to factors that directly or indirectly influence stockholder value. Our

Compensation and Human Capital Committee believes this serves as a reward for appreciation in our stock price and long-term

value creation, and enables us to achieve our retention objectives. Further, equity participation establishes a sense of ownership

and aligns executives’ interests with those of our stockholders.

In 2025, we provided Mr. Smith initial long-term incentives via a mix of PRSUs and RSUs as a material inducement to agreeing to

enter into employment with the Company. In addition, as a part of the normal annual grant cycle, we provided each of Messrs.

Hanna, Jain, Kennedy, Novack, and Ms. Meng long-term incentives in the form of PRSUs and RSUs. Approximately 30% of the

value of the equity awards granted to our NEOs during 2025 was in the form of long-term PRSUs (two-year performance period

and overall three-year vesting period) and 70% of the value was in the form of long-term RSUs (three-year vesting period). The

Compensation and Human Capital Committee believes this structure is appropriate for us given our current competitive recruiting

landscape and focus on retention, our current company size and our current growth trajectory.

In 2026, we shifted the PRSU/RSU mix to a 50%50% mix to strengthen the alignment of executive compensation to performance.

As noted above, in “Director Compensation” we also maintain a deferral election program in which our NEOs are eligible to

participate. As of December 31, 2025, none of our NEOs held any deferred stock awards.


68 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

2025 Annual Equity Grants

A summary of (i) our regular, annual cycle grants for fiscal year 2025 for all our NEOs other than Mr. Smith, which were granted on

March 23, 2025, and (ii) the new hire grant for Mr. Smith, which was granted in August 2025, is set forth in the table below.


	RSUs		PRSUs
Named Executive Officer(1)	(#)	($)(2)	Target (#)	Maximum (#)	Target ($)(2)	Maximum ($)(2)

John Hanna	200,706	3,935,845	86,017	172,034	1,686,793	3,373,587
Keith Kennedy	77,195	1,513,794	33,083	66,166	648,758	1,297,515
Jessica Meng	61,756	1,211,035	26,467	52,934	519,018	1,038,036
Jeffrey Novack	23,158	454,128	9,925	19,850	194,629	389,259
Abhishek Jain	55,580	1,089,924	23,820	47,640	467,110	934,220
Nathan Smith	42,000	506,940	18,000	36,000	217,260	434,520

(1)This table reflects our regular, annual cycle of grants for fiscal year 2025, which grants were awarded in March 2025 for all NEOs with the

exception of Mr. Smith. Mr. Smith’s employment with the Company commenced in August 2025 and his awards represent his new hire

inducement grants that were awarded in August 2025.

(2)The awards were granted on March 23, 2025. Amounts set forth in this column generally represent the aggregate grant date fair value of the

awards granted to each listed NEO, computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual

amounts that may be paid to or realized by the NEOs.

2025 PRSUs

In early 2025, our Compensation and Human Capital Committee granted PRSUs to our executive officers that include 2025 and

2026 as its performance period. The PRSUs are designed to further reward key executives for the achievement of corporate

performance objectives. The 2025 PRSUs use Revenue metrics for funding and performance purposes. In determining the metrics

to be used for the PRSUs, the Compensation and Human Capital Committee chose revenue targets tied to our Corporate Long

Range Plan and determined that this was the most important financial measure for our company to focus on for the 2025-2026

performance period as the best indicator of our growth. For purposes of the PRSUs, the Compensation and Human Capital

Committee established threshold performance at 50% achievement; target performance at 100% achievement; and maximum

performance at 200% achievement. The PRSUs are long-term incentives and have a two-year performance period with one year of

additional vesting. The Company believes that this combination of performance and time-based vesting is appropriate given a new

leadership team and the volatility of the industry.

In February 2026, the Compensation and Human Capital Committee determined that the performance criteria for the PRSUs were

achieved at 87.5% of target performance levels, resulting in 43.75% of the PRSUs vesting at the end of the first one-year

performance period on February 1, 2026. The remaining 50% will vest half on February 1, 2027 and half on February 1, 2028

subject to 2026 revenue performance.


Performance Year	Threshold (50%)	Target (100%)	Maximum (200%)	Actual Achievement	% Target PRSUs Achieved

2025	$365 million	$385 million	$400 million	$379.8 million or 87.5%	44%

2025 RSUs

The RSUs granted to Messrs. Hanna, Kennedy, Jain, and Novack and Ms. Meng in 2025 vest over three years with one-third

vesting one year from the grant date and the remainder in equal quarterly installments, subject to the executive’s continuing service

on each vesting date.


CareDx Inc.	2026 Proxy Statement \| 69

Executive Compensation

Inducement RSUs

In connection with his appointment as an executive officer, and as provided in his offer letter, Mr. Smith was granted, an award of

RSUs under the 2025 Inducement Equity Incentive Plan that vest over four years in equal annual installments beginning on the

one-year anniversary of the date of grant, subject to his continued provision of services to the Company on each vesting date,

except on certain qualifying terminations of employment as otherwise provided in his Change of Control and Severance Agreement

as further detailed in “Potential Payments and Benefits upon Termination or Change of Control for Officers”. The size of the

inducement award was determined in consultation with the Company's compensation advisor, Alpine Rewards, considering peer

CFO compensation and the need to build a competitive total compensation package.

Policies and Practices Related to the Grant of Certain Equity Awards

Following the end of each fiscal year, typically in February, the Compensation and Human Capital Committee reviews the

Company’s results and our NEOs’ performance, and, based on those reviews, grants equity awards to our named executive

officers. In certain circumstances, including the hiring of an officer, the Compensation and Human Capital Committee may approve

grants to be effective at other times. The Compensation and Human Capital Committee does not take material nonpublic

information into account when determining the timing and terms of equity awards granted to non-employee directors or named

executive officers. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the

value of executive compensation.

2026 Annual Equity Grants

In March 2026, the Compensation and Human Capital Committee approved annual equity grants to our executives, including each

of our NEOs, which grants were comprised of 50% RSUs and 50% PRSUs. RSUs vest over a three-year period subject to

continued employment through each applicable vesting date, and PRSUs are eligible to become earned and vested over a two-

year performance period (including the 2026 and 2027 calendar years as the performance years) with one year of additional

vesting of earned PRSUs after the conclusion of such performance period. The PRSUs use revenue as the metric for funding and

vesting, which the Compensation and Human Capital Committee determined to be the most important financial measure for the

Company to focus on for the 2026-2027 performance period. For purposes of the PRSUs, the Compensation and Human Capital

Committee established performance thresholds at the following levels: 50% or greater achievement; 100% or greater achievement;

and 200% or greater achievement with linear interpolation between performance achievement level.

Option Grant Timing Disclosure

In accordance with Item 402(x)(2) of Regulation S-K, we note that we did not grant any stock option awards to our NEOs during our

most recently completed fiscal year.

Employment- and Service-related Agreements with our NEOs

The Company is party to “at will” agreements and Change of Control and Severance Agreements with each of our NEOs. In

addition, in March 2025 we entered into an Amended and Restated Change in Control and Severance Agreement with Mr. Jain

and, in connection with Mr. Jain’s transition from the Company in August 2025, we entered into a Consulting Agreement with him.

For a summary of the material terms of each NEO’s employment-related agreements, see “Narrative Disclosure to Summary

Compensation Table and Grant of Plan-Based Awards Table” below.

Welfare and Health Benefits

Our NEOs participate in our employee benefit plans on the same terms as all of our other eligible employees.

We maintain a tax-qualified Code Section 401(k) defined contribution plan in which all of our employees, including our executive

officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service, are entitled to

participate. Employees may contribute their own funds on a pre-tax basis.

The plan permits us to make matching contributions and we have historically provided employer contributions that match $2 for

every $1 of eligible employee contributions (“Employer Matching Contributions”), generally limited to a maximum matching

contribution of $6,000 per year that can be taken into account for this purpose under federal law. On January 1, 2018, we began to

make contributions to the employee plan.


70 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

In addition, we provide health care, dental, vision and life insurance, an employee assistance plan and both short-term and long-

term disability and accidental death and dismemberment benefits to all full-time employees. These benefits are subject to

applicable laws and at benefit levels that we believe are generally consistent with the benefits of companies with which we compete

for talent.

Limited Perquisites

In 2025, the Company provided certain limited perquisites to our NEOs, which included electronic allowances and gym allowances.

Hedging and Pledging Prohibitions

Our insider trading policy prohibits our directors, officers (including our executive officers), employees and agents, as well as their

immediate family members, from engaging in short sales of our securities and from engaging in transactions in publicly-traded

options and other derivative securities with respect to our securities. This prohibition extends to any hedging or similar transactions

designed to decrease the risks associated with holding our securities. Our insider trading policy also restricts certain individuals,

including our directors and executive officers, from pledging our securities as collateral for loans absent pre-clearance and the

satisfaction of other conditions.

Accounting and Tax Considerations

The Company accounts for equity-based compensation paid to employees under FASB ASC Topic 718, which requires the

Company to estimate and record an expense over the service period of an equity award. Thus, the Company may record an

expense in one year for awards granted in earlier years. Accounting rules also require the recording of cash compensation as an

expense at the time the obligation is accrued.

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows public companies a tax deduction for

federal income tax purposes of compensation in excess of $1 million paid to their chief executive officer, the chief financial officer

and three other most highly-compensated executive officers in any taxable year. In making compensation decisions, the

Compensation and Human Capital Committee considered the potential effects of Section 162(m) on the compensation paid our

executive officers who are subject to the deduction limit (the “covered executives”).

To maintain flexibility in compensating the NEOs in a manner designed to promote varying corporate goals, the Compensation and

Human Capital Committee has not adopted a policy that all compensation payable to the covered executives must be deductible

for federal income tax purposes. Accordingly, while the Compensation and Human Capital Committee considers the deductibility of

awards as one factor in determining executive compensation, the Compensation and Human Capital Committee also looks at other

factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of

our executive compensation program even if the awards are not deductible by us for tax purposes.

In addition to considering the tax consequences, the Compensation and Human Capital Committee considers the accounting

consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in

determining the size and form of different equity-based awards.

Compensation and Human Capital Committee Report

The Compensation and Human Capital Committee has reviewed and discussed the Compensation Discussion and Analysis

required by Item 402(b) of Regulation S-K of the SEC’s rules and regulations with management and, based on such review and

discussions, the Compensation and Human Capital Committee recommended to the Board of Directors that the Compensation

Discussion and Analysis be included in this proxy statement.

The Compensation and Human Capital Committee:

Christine Cournoyer (Chairwoman)

George W. Bickerstaff, III


CareDx Inc.	2026 Proxy Statement \| 71

Executive Compensation

Summary Compensation Table

The following table provides information regarding the compensation awarded to, or earned by, our NEOs during fiscal years 2023,

2024 and 2025.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)		Total ($)

John W. Hanna President and Chief Executive Officer(4)	2025	693,269	—	5,622,638	—	852,515	11,277	(5)	7,179,699
John W. Hanna President and Chief Executive Officer(4)	2024	454,327	—	3,999,993	4,001,031	960,577	8,401		9,424,329
Keith Kennedy Chief Operating Officer and Chief Financial Officer(4)(10)	2025	587,606	—	2,162,552	—	430,260	38,813	(6)	3,219,231
	2024	148,173	—	2,063,072	2,063,346	204,346	33,278		4,512,215
Jessica Meng Chief Commercial Officer(4)	2025	485,414	—	1,730,053	—	353,683	10,230	(7)	2,579,380
Jessica Meng Chief Commercial Officer(4)	2024	122,404	—	1,547,312	1,547,504	168,808	6,500		3,392,528
Jeffrey Novack General Counsel and Secretary(4)	2025	361,923	—	648,758	—	216,394	12,477	(8)	1,239,552
Jeffrey Novack General Counsel and Secretary(4)	2024	326,923	75,000	592,545	—	272,000	10,376		1,276,844
Abhishek Jain Former Chief Financial Officer(9)	2025	282,100	—	1,557,034	—	309,526	489,274	(10)	2,637,934
	2024	411,169	300,000	1,549,738	—	493,403	8,400		2,762,710
	2023	405,000	100,000	1,924,614	481,973	174,300	8,820		3,094,707
Nathan Smith Former Chief Financial Officer(4)(10)	2025	141,539	—	724,200	—	91,643	10,577	(11)	967,959

(1)The amounts in this column represent the fair value of the award computed as of the grant date of each stock award in accordance with FASB

ASC Topic 718. Our assumptions with respect to the calculation of these values are set forth in Note 2 of the consolidated financial statements

included in our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the SEC on February 25, 2026. The

value of each PRSU was determined based on the probable outcome of the performance condition on the grant date, which was target

performance. The grant date fair value of the 2025 PRSUs assuming maximum performance is $3,373,587, $1,297,515, $1,038,036,

$389,259, $934,220, and $434,520 for each of John Hanna, Keith Kennedy, Jessica Meng, Jeffrey Novack, Abhishek Jain and Nathan Smith,

respectively.

(2)No options were granted in 2025.

(3)Represents amounts paid pursuant to our annual cash bonus programs for their performance in 2025 as compared against the performance

goals set in respect of the 2025 performance period. The amount reported in this column for Messrs. Smith is prorated for the portion of the

year they provided services to the Company.

(4)In accordance with SEC guidance, compensation information for Messrs. Hanna, Kennedy and Novack, Smith and Ms. Meng, for fiscal years

2023 have not been included in this table because each such NEO was not a named executive officer for fiscal years 2023. Similarly,

compensation information for Messrs. Smith for fiscal year 2024 has not been included in this table because such NEO was not a named

executive officer for fiscal year 2024.

(5)All other compensation for Mr. Hanna for the year ended December 31, 2025 includes: (i) $6,000 in employer matching contributions under our

401(k) plan, (ii) $2,400 in payments in respect of a medical waiver allowance, (iii) $1,917 company paid life insurance premiums and (iv) $960

in payments in respect of other allowances.


72 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

(6)All other compensation for Mr. Kennedy for the year ended December 31, 2025 includes: (i) $6,000 in employer matching contributions under

our 401(k) plan, (ii) $1,857 in company paid life insurance premiums, (iii) $30,756 for company paid health insurance coverage and (iv) $200 in

payments in respect of other allowances.

(7)All other compensation for Ms. Meng for the year ended December 31, 2025 includes: (i) $6,000 in employer matching contributions under our

401(k) plan, (ii) $1,830 in company paid life insurance premiums and (iii) $2,400 in payments in respect of a medical waiver allowance.

(8)All other compensation for Mr. Novack for the year ended December 31, 2025 includes: (i) $2,300 in payments in respect of a medical waiver

allowance, (ii) $6,000 in employer matching contributions under our 401(k) plan, (iii) $2,137 in company paid life insurance premiums and (iv)

$2,040 in payments in respect of other allowances.

(9)Mr. Jain’s employment with us terminated effective August 6, 2025, and a consulting agreement was subsequently put in place which expired

on April 1, 2026, which provides for continued vesting of his outstanding equity awards during the consulting term as consideration for his

services.

(10)All other compensation for Mr. Jain for the year ended December 31, 2025 includes (i) $482,183 severance payment (equal to 12 months base

salary) upon the termination of his employment, (ii) $4,482 in employer matching contributions under our 401(k) plan, (iii) $1,109 in company

paid life insurance premiums and (iv) $1,500 in payments in respect of a medical waiver allowance.

(11)Mr. Smith’s employment with the Company commenced on August 7, 2025 and terminated effective February 25, 2026. Mr. Kennedy assumed

the additional role of Chief Financial Officer effective February 26, 2026.

(12)All other compensation for Mr. Smith for the year ended December 31, 2025 includes (i) $9,716 for Company-paid health insurance coverage

(ii) $668 in respect of life insurance premiums and (i) 192 in payments in respect of other allowances.


CareDx Inc.	2026 Proxy Statement \| 73

Executive Compensation

Grants of Plan-Based Awards

The following table presents, for each of the NEOs, information concerning each grant of an equity award made during the fiscal

year ended December 31, 2025. This information supplements the information about these awards set forth in the Summary

Compensation Table and the Outstanding Equity Awards at Fiscal Year-End Table.


Name	Grant Date	Number of shares of stock or units (#) (RSUs)		Number of shares of stock or units (#) (PRSUs)		Grant Date Fair Value of Stock Awards(1)
Name	Grant Date	Number of shares of stock or units (#) (RSUs)		(At Target)	(At Maximum)	(At Target)	(At Maximum)

John W. Hanna	3/23/2025	200,706	(2)	86,017	172,034	5,622,638	7,309,431
Keith Kennedy	3/23/2025	77,195	(2)	33,083	66,166	2,162,552	2,811,309
Jessica Meng	3/23/2025	61,756	(2)	26,467	52,934	1,730,053	2,249,071
Jeffrey Novack	3/23/2025	23,158	(2)	9,925	19,850	648,758	843,387
Abhishek Jain	3/23/2025	55,580	(2)	23,820	47,640	1,557,034	2,024,144
Nathan Smith	8/7/2025	42,000	(3)	18,000	36,000	724,200	941,460

(1)Amounts reflect the aggregate grant date fair value of the RSUs and PRSUs, determined in accordance with FASB ASC Topic 718. This

amount does not reflect the actual economic value realized by the NEO.

(2)Vesting of the RSU is subject to the executive’s continued service on the applicable vesting date with the following schedule: one-third will vest

on April 1, 2026 and the remaining two-thirds will vest in equal quarterly installments thereafter on the last day of each of the subsequent eight

quarters.

(3)Mr. Smith’s employment with the Company commenced on August 7, 2025 and terminated effective February 25, 2026. Mr. Smith was granted

42,000 RSUs and 18,000 PRSUs which vested in accordance with the terms of his Change of Control and Severance Agreement as further

described under “Potential Payments and Benefits upon Termination or Change of Control for Officers” below.


74 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

Outstanding Equity Awards at Fiscal Year-End

The following table presents certain information concerning equity awards held by our NEOs as of December 31, 2025.


			Option Awards				Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock (RSUs) That Have Not Vested (#)	Market Value of Shares or Units of Stock (RSUs) That Have Not Vested ($)*	Number of Unearned Shares or Units of Stock (PRSUs) That Have Not Vested (#)	Market Value of Unearned Shares or Units of Stock (PRSUs) That Have Not Vested ($)*

John W. Hanna	4/15/2024	(3)(4)	291,961	408,745	8.20	4/15/2034	—	—	—	—
	4/15/2024	(3)(5)	—	—	—	—	365,853	6,892,671	—	—
	3/25/2025	(2)(6)	—	—	—	—	200,706	3,781,301	—	—
	3/25/2025	(2)(8)	—	—	—	—	—	—	86,017	1,620,560
Keith Kennedy	9/12/2024	(3)(4)	31,453	69,198	29.43	9/12/2034	—	—	—	—
	9/12/2024	(3)(5)	—	—	—	—	52,575	990,513	—	—
	3/25/2025	(2)(6)	—	—	—	—	77,195	1,454,354	—	—
	3/25/2025	(2)(8)	—	—	—	—	—	—	33,083	623,284
Jessica Meng	9/12/2024	(3)(4)	23,590	51,898	29.43	9/12/2034	—	—	—	—
	9/12/2024	(3)(5)	—	—	—	—	39,432	742,899	—	—
	3/25/2025	(2)(6)	—	—	—	—	61,756	1,163,483	—	—
	3/25/2025	(3)(8)	—	—	—	—	—	—	26,467	498,638
Jeffrey Novack	4/6/2022	(1)(4)	1,971	179	37.25	4/6/2032	—	—	—	—
	8/6/2022	(1)(4)	2,037	348	26.29	8/6/2032	—	—	—	—
	4/6/2022	(1)(5)	—	—	—	—	1,787	33,667	—	—
	11/7/2022	(1)(5)	—	—	—	—	2,913	54,881	—	—
	4/6/2023	(1)(5)	—	—	—	—	3,750	70,650	—	—
	7/6/2023	(1)(5)	—	—	—	—	5,000	94,200	—	—
	2/1/2024	(1)(7)	—	—	—	—	27,804	523,827	—	—
	3/25/2025	(2)(6)	—	—	—	—	23,158	436,297	—	—
	3/25/2025	(2)(8)	—	—	—	—	—	—	9,925	186,987


CareDx Inc.	2026 Proxy Statement \| 75

Executive Compensation


			Option Awards				Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock (RSUs) That Have Not Vested (#)	Market Value of Shares or Units of Stock (RSUs) That Have Not Vested ($)*	Number of Unearned Shares or Units of Stock (PRSUs) That Have Not Vested (#)	Market Value of Unearned Shares or Units of Stock (PRSUs) That Have Not Vested ($)*

Abhishek Jain	4/18/2022	(1)(4)	2,338	212	32.55	4/18/2032	—	—	—	—
	5/6/2022	(1)(4)	917	83	25.78	5/6/2032	—	—	—	—
	5/26/2022	(1)(4)	8,958	1,042	24.07	5/26/2032	—	—	—	—
	9/7/2022	(1)(4)	—	12,604	18.47	9/7/2032	—	—	—	—
	2/1/2023	(1)(4)	—	12,863	15.66	2/1/2033	—	—	—	—
	4/18/2022	(1)(5)	—	—	—	—	637	12,001	—	—
	5/6/2022	(1)(5)	—	—	—	—	500	9,420	—	—
	5/26/2022	(1)(5)	—	—	—	—	3,750	70,650	—	—
	9/7/2022	(1)(5)	—	—	—	—	5,537	104,317	—	—
	2/1/2023	(1)(5)	—	—	—	—	42,550	801,642	—	—
	2/1/2024	(1)(7)	—	—	—	—	72,717	1,369,988	—	—
	3/25/2025	(2)(6)	—	—	—	—	55,580	1,047,127	—	—
	3/25/2025	(2)(8)	—	—	—	—	—	—	23,820	448,769
Nathan Smith	8/7/2025	(2)(9)	—	—	—	—	42,000	791,280	—	—
	8/7/2025	(2)(9)	—	—	—	—	—	—	18,000	339,120

*Amounts in this column are calculated by multiplying the number of shares shown as unvested in the prior column by $18.84, the closing price of

our common stock on December 31, 2025, as reported on the Nasdaq Global Market.

(1)Equity award was granted under our 2014 Equity Incentive Plan.

(2)Equity award was granted under our 2024 Equity Incentive Plan.

(3)Equity award was granted under a NASDAQ inducement grant.

(4)25% of the total awards vest upon completion of 1 year of employment with the Company following the vesting commencement and 1/48th of

the awards will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date.

(5)25% of the RSUs vest on completion of each year of employment with the Company following the vesting commencement date.

(6)33.33% of the shares subject to the award vest on completion of 1 year of employment with the Company following the vesting

commencement date. An additional 1/8th of the shares subject to the award will vest on completion of each additional quarter of employment

with the Company.

(7)1/12th of the RSUs vest quarterly subject to executive’s continued employment on each applicable vesting date following the vesting

commencement date.

(8)PRSUs are earned based on the performance metrics set forth above in the section entitled “2025 PRSUs.” The unearned PRSUs are

included assuming the target level of performance. If earned, 50% of the PRSUs will vest on completion of 1 year of employment with the

Company and an additional 25% of the shares subject to the award will vest on completion of each additional year of employment with the

Company.

(9)Mr. Smith’s employment with the Company commenced on August 7, 2025 and terminated effective February 25, 2026. Mr. Smith was

granted 42,000 RSUs and 18,000 PRSUs which vested in accordance with the terms of his Change of Control and Severance Agreement, as

further described under “Potential Payments and Benefits upon Termination or Change of Control for Officers” below.


76 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

Narrative Disclosure to Summary Compensation Table and Grant of Plan-

Based Awards Table

Employment, Separation and Consulting Agreement and Offer Letter Summaries

We have entered into employment agreements or offer letters with each of the NEOs. These agreements provide for at-will

employment and generally include the named executive officer’s initial base salary, and an indication of eligibility for an annual

cash incentive award opportunity. We have also entered into separation and change of control agreements with each of our NEOs.

The terms of these agreements are informed by market data and consultation with our outside compensation consultants, Alpine

Rewards.

John W. Hanna

In connection with his appointment as our Chief Executive Officer, we entered into an offer letter with Mr. Hanna dated March 24,

2024. The letter provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment. During

fiscal year 2024, Mr. Hanna’s annualized base salary $675,000, and included eligibility to receive an annual performance bonus of

up to 100% of base salary (which was pro-rated for 2024).

In connection with his appointment and the commencement of employment with the Company, on April 15, 2024, Mr. Hanna was

granted two “inducement grants” (as such term is described in NASDAQ Listing Rule 5635(c)(4)) comprised of (i) an option to

purchase shares of the Company’s common stock, having an approximate grant date fair value of $4,000,000 and (ii) an award of

restricted stock units, having an approximate grant date fair value of $4,000,000. Mr. Hanna’s inducement equity awards were each

granted as inducements material to Mr. Hanna agreeing to enter into employment with the Company. Mr. Hanna has also entered

into a Change of Control and Severance Agreement with us that provides certain severance benefits upon a qualifying termination

of employment as more detailed in “Potential Payments and Benefits upon Termination or Change of Control for Officers” below.

Keith Kennedy

In connection with his appointment as our Chief Operating Officer, we entered into an offer letter with Mr. Kennedy dated July 27,

2024. The letter provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment,

including his initial annualized base salary of $575,000, and annual performance bonus of up to 60% of his base salary (which was

pro-rated for 2024).

In connection with his appointment, on September 12, 2024, Mr. Kennedy was granted two “inducement grants” (as such term is

described in NASDAQ Listing Rule 5635(c)(4)) comprised of (i) an option to purchase shares of the Company’s common stock,

having an approximate grant date fair value of $2,000,000 and (ii) an award of restricted stock units, having an approximate grant

date fair value of $2,000,000. Mr. Kennedy’s inducement equity awards were each granted as inducements material to Mr.

Kennedy agreeing to enter into employment with the Company. Mr. Kennedy also entered into a Change of Control and Severance

Agreement with us that provides certain severance benefits upon a qualifying termination of his employment as more detailed in

“Potential Payments and Benefits upon Termination or Change of Control for Officers” below. Effective February 26, 2026, Mr.

Kennedy was appointed as the Company's Chief Financial Officer, in addition to his role as Chief Operating Officer.

Jessica Meng

In connection with her appointment as our Chief Commercial Officer, we entered into an offer letter with Ms. Meng dated August

31, 2024. The letter provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment,

including her initial annualized base salary of $475,000, and annual performance bonus of up to 60% of base salary (which was

pro-rated for 2024).

In connection with appointment, on September 12, 2024, Ms. Meng was granted two “inducement grants” (as such term is

described in NASDAQ Listing Rule 5635(c)(4)) comprised of (i) an option to purchase shares of the Company’s common stock,

having an approximate grant date fair value of $1,500,000 and (ii) an award of restricted stock units, having an approximate grant

date value of $1,500,000. Ms. Meng’s inducement equity awards were each granted as inducements material to Ms. Meng

agreeing to enter into employment with the Company. Ms. Meng entered into a Change of Control and Severance Agreement with


CareDx Inc.	2026 Proxy Statement \| 77

Executive Compensation

us that provides certain severance benefits upon a qualifying termination of employment as more detailed in “Potential Payments

and Benefits upon Termination or Change of Control for Officers” below.

Jeffrey Novack

In connection with Mr. Novack’s commencement of employment with the Company, we entered into an offer letter with Mr. Novack

dated October 6, 2021. The letter provides for “at-will” employment and sets forth certain agreed upon terms and conditions of

employment, including his initial annualized base salary of $260,000 and annual performance bonus of up to 20% of base salary.

On December 1, 2023, the Company entered into a retention bonus agreement with Mr. Novack, which provided for a retention

bonus in an aggregate amount of $100,000. Pursuant to the terms of the retention bonus agreement, 25% of the total retention

bonus was paid in December 2023 and was subject to repayment if Mr. Novack did not remain an employee of the Company

through December 1, 2024. The remaining 75% of the retention bonus was paid on the Company’s first payroll date in December

2024.

Mr. Novack also entered into a Change of Control and Severance Agreement with us that provides certain severance benefits upon

a qualifying termination of his employment as more detailed in “Potential Payments and Benefits upon Termination or Change of

Control for Officers” below.

Abhishek Jain

In connection with Mr. Jain’s promotion to our Interim Chief Financial Officer, we entered into a promotion letter with Mr. Jain, dated

May 21, 2022 that entitled Mr. Jain to an annual base salary of $305,000, and target annual performance bonus of up to 35% of his

base salary. Mr. Jain was appointed as our Chief Financial Officer effective as of September 7, 2022 and in connection with such

appointment entered into a Change of Control and Severance Agreement with us that provides him certain severance benefits

upon a qualifying termination of his employment.

On December 1, 2023, the Company entered into a retention bonus agreement with Mr. Jain, which provided a retention bonus in

an aggregate amount of $400,000. Pursuant to the terms of the retention bonus agreement, 25% of the total retention bonus was

paid in December 2023 and was subject to repayment if Mr. Jain did not remain an employee of the Company through December

1, 2024. The remaining 75% of the retention bonus was paid on the Company’s first payroll date in December 2024.

On March 27, 2025, we entered into an Amended and Restated Change of Control and Severance Agreement with Mr. Jain that

provides for twelve months of severance and continued benefits in the event of a qualifying termination of employment (whether or

not in the context of a change of control event), in order to better align the terms of Mr. Jain’s severance entitlements with those of

our other executive officers (other than our Chief Executive Officer).

On August 6, 2025, Mr. Jain’s employment with CareDx terminated. Pursuant to a separation and release agreement dated August

6, 2025, Mr. Jain received (a) a lump-sum cash severance payment equal to twelve months of his base salary in the amount of

$482,183, (b) twelve months of reimbursement of COBRA premiums, provided that such reimbursement will cease on the date that

Mr. Jain becomes covered under a similar plan of a new employer, and (c) payment of the 2025 annual bonus in the amount of

$309,526. In addition, effective August 7, 2025, Mr. Jain entered into a Consulting Agreement, as amended in December 2025,

with a term ending April 1, 2026, under which Mr. Jain agreed to provide transition and advisory services, and his outstanding

equity awards continued to vest during the consulting term, as permitted by the terms of his equity awards.

Nathan Smith

In connection with his appointment as Chief Financial Officer, we entered into an offer letter with Mr. Smith dated May 20, 2025.

The letter provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment, including his

initial annualized base salary of $400,000, and annual performance bonus of up to 50% of base salary (which was pro-rated for

2025).


78 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

In connection with appointment, on August 7, 2025, Mr. Smith was granted two “inducement grants” (as such term is described in

NASDAQ Listing Rule 5635(c)(4)) comprised of (i) an award of performance restricted stock units, having a grant date fair value of

$217,260 and (ii) an award of restricted stock units, having a grant date value of $506,940. Mr. Smith’s inducement equity awards

were each granted as inducements material to Mr. Smith agreeing to enter into employment with the Company. Mr. Smith entered

into a Change of Control and Severance Agreement with us that provides certain severance benefits upon a qualifying termination

of employment as more detailed in “Potential Payments and Benefits upon Termination or Change of Control for Officers” below.

Option Exercises and Stock Vested

The following table presents, for each of the NEOs, the number of shares of our common stock acquired upon the vesting and

settlement of RSUs during fiscal year 2025 and the aggregate value realized upon the vesting and settlement of RSUs and upon

the exercise of stock options during fiscal year 2025 and the aggregate value realized upon the exercise of stock options.


	Option Awards		Stock Awards
Name*	Number of Shares Acquired on Vesting (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)

John W. Hanna	—	—	121,951	2,336,581
Keith Kennedy	—	—	17,526	237,127
Jessica Meng	—	—	13,144	177,838
Jeffrey Novack	—	—	38,102	647,184
Abhishek Jain	78,633	71,278	129,048	2,421,777

*Mr. Smith did not hold any option awards or stock awards that vested or settled during fiscal year 2025.

Pension Benefits

No pension benefits were paid to any of our NEOs during fiscal year 2025.

Potential Payments and Benefits upon Termination or Change of Control for Officers

John W. Hanna

Pursuant to Mr. Hanna’s Change of Control and Severance Agreement, effective March 21, 2024, if within three months prior to, or

twelve months following a change of control, we or our successor terminate Mr. Hanna’s employment without cause or Mr. Hanna

resigns for good reason, Mr. Hanna will be entitled to (a) a lump sum payment equal to eighteen months of Mr. Hanna’s annual

base salary (at the greater of the rate in effect immediately prior to the change of control or the rate in effect immediately prior to

the date of such termination), (b) acceleration of vesting equal to 100% of any unvested equity awards (with any performance

criteria being deemed achieved at target levels for the relevant performance period(s)), (c) a lump sum payment equal to 150% of

Mr. Hanna’s annual bonus (equal to the greater of target bonus in effect for the fiscal year in which the change of control occurs or

the target bonus in effect for the fiscal year in which the termination occurs) and (d) 18 months of reimbursement of COBRA

premiums, provided, that such reimbursement will cease on the date that Mr. Hanna becomes covered under a similar plan of a

new employer. Pursuant to the agreement, if we or a successor terminates Mr. Hanna’s employment without cause or he resigns

for good reason and such termination occurs outside of a change of control event, Mr. Hanna will be entitled to (a) twelve months’

severance based on Mr. Hanna’s annual base salary, and (b) twelve months of continued benefits, provided, that such

reimbursement will cease on the date that Mr. Hanna becomes covered under a similar plan of a new employer, and (c) if such

termination occurs prior to the one year anniversary of Mr. Hanna’s start date, the inducement equity awards granted to Mr. Hanna

in connection with the initial appointment will vest pro rata based on the number of days that elapsed since starting employment

with us.


CareDx Inc.	2026 Proxy Statement \| 79

Executive Compensation

Keith Kennedy

Pursuant to Mr. Kennedy’s Change of Control and Severance Agreement, effective July 27, 2024, if within three months prior to, or

twelve months following a change of control, we or our successor terminate Mr. Kennedy’s employment without cause or Mr.

Kennedy resigns for good reason, Mr. Kennedy will be entitled to (a) a lump sum payment equal to twelve months of Mr. Kennedy’s

annual base salary (at the greater of the rate in effect immediately prior to the change of control or the rate in effect immediately

prior to the date of such termination), (b) acceleration of vesting equal to 100% of any unvested equity awards (with any

performance criteria being deemed achieved at target levels for the relevant performance period(s)), (c) a lump sum payment equal

to 100% of Mr. Kennedy’s annual bonus (equal to the greater of target bonus in effect for the fiscal year in which the change of

control occurs or the target bonus in effect for the fiscal year in which the termination occurs) and (d) 12 months of reimbursement

of COBRA premiums, provided, that such reimbursement will cease on the date that Mr. Kennedy becomes covered under a

similar plan of a new employer. Pursuant to the agreement, if we or a successor terminates Mr. Kennedy’s employment without

cause or he resigns for good reason and such termination occurs outside of a change of control event, Mr. Kennedy will be entitled

to (a) twelve months’ severance based on Mr. Kennedy’s annual base salary, and (b) twelve months of continued benefits,

provided, that such reimbursement will cease on the date that Mr. Kennedy becomes covered under a similar plan of a new

employer, and (c) if such termination occurs prior to the one year anniversary of Mr. Kennedy’s start date, the inducement equity

awards granted to Mr. Kennedy in connection with his initial appointment will vest pro rata based on the number of days that

elapsed since starting employment with us.

Jessica Meng

Pursuant to Ms. Meng’s Change of Control and Severance Agreement, effective August 30, 2024, if within three months prior to, or

twelve months following a change of control, we or our successor terminate Ms. Meng’s employment without cause or Ms. Meng

resigns for good reason, Ms. Meng will be entitled to (a) lump sum payment equal to twelve months of Ms. Meng’s annual base

salary (at the greater of the rate in effect immediately prior to the change of control or the rate in effect immediately prior to the date

of such termination), (b) acceleration of vesting equal to 100% of any unvested equity awards (with any performance criteria being

deemed achieved at target levels for the relevant performance period(s)), (c) a lump sum payment equal to 100% of Ms. Meng’s

annual bonus (equal to the greater of target bonus in effect for the fiscal year in which the change of control occurs or the target

bonus in effect for the fiscal year in which the termination occurs) and (d) 12 months of reimbursement of COBRA premiums,

provided, that such reimbursement will cease on the date that Ms. Meng becomes covered under a similar plan of a new employer.

Pursuant to the agreement, if we or a successor terminates Ms. Meng’s employment without cause or she resigns for good reason

and such termination occurs outside of a change of control event, Ms. Meng will be entitled to (a) twelve months’ severance based

on Ms. Meng’s annual base salary, and (b) twelve months of continued benefits, provided, that such reimbursement will cease on

the date that Ms. Meng becomes covered under a similar plan of a new employer, and (c) if such termination occurs prior to the

one year anniversary of Ms. Meng’s start date, the inducement equity awards granted to Ms. Meng in connection with the initial

appointment will vest pro rata based on the number of days that elapsed since starting employment with us.

Jeffrey Novack

On March 28, 2025, we entered into a Change of Control and Severance Agreement with Mr. Novack, in order to better align the

terms of Mr. Novack’s severance entitlements with those of our other executive officers (other than our Chief Executive Officer).

Pursuant to the terms of the agreement, if within three months prior to, or twelve months following a change of control, we or our

successor terminate Mr. Novack’s employment without cause or Mr. Novack resigns for good reason, Mr. Novack will be entitled to

(a) twelve months’ severance based on Mr. Novack’s annual base salary, (b) acceleration of vesting equal to 100% of any

unvested equity awards, (c) a lump sum payment equal to Mr. Novack’s annual bonus (equal to the greater of target bonus or the

actual bonus received for performance during the calendar year prior to the year in which the termination occurred) and (d) twelve

months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Novack becomes covered under a

similar plan of a new employer. Pursuant to the agreement, if we or a successor terminates Mr. Novack’s employment without

cause or he resigns for good reason and such termination occurs outside of a change of control event, Mr. Novack will be entitled

to (a) nine months’ severance based on Mr. Novack’s annual base salary, and (b) nine months of continued benefits, provided, that

such reimbursement will cease on the date that Mr. Novack becomes covered under a similar plan of a new employer.


80 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

Abhishek Jain

Pursuant to Mr. Jain’s original Change of Control and Severance Agreement, effective September 7, 2022, if within three months

prior to, or twelve months following a change of control, we or our successor terminate Mr. Jain’s employment without cause, Mr.

Jain will be entitled to (a) six months’ severance based on Mr. Jain’s annual base salary, (b) acceleration of vesting equal to 100%

of any unvested equity awards, (c) a lump sum payment equal to Mr. Jain’s annual bonus (equal to the greater of target bonus or

the actual bonus received for performance during the calendar year prior to the year in which the termination occurred) and (d) six

months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Jain becomes covered under a

similar plan of a new employer. Pursuant to the agreement, if we or a successor terminates Mr. Jain’s employment without cause

and such termination occurs outside of a change of control event, Mr. Jain will be entitled to (a) six months’ severance based on

Mr. Jain’s annual base salary, and (b) six months of continued benefits, provided, that such reimbursement will cease on the date

that Mr. Jain becomes covered under a similar plan of a new employer.

On March 27, 2025, we entered into an Amended and Restated Change of Control and Severance Agreement with Mr. Jain that

provides for twelve months of severance and continued benefits in the event of a qualifying termination of employment (whether or

not in the context of a change of control event), in order to better align the terms of Mr. Jain’s severance entitlements with those of

our other executive officers (other than our Chief Executive Officer).

On August 6, 2025, Mr. Jain’s employment with CareDx terminated. Per his Amended and Restated Change of Control and

Severance Agreement Mr. Jain received a lump-sum cash payment in an amount equal to twelve (12) months of his base salary in

the amount of $482,183. and (b) twelve months of continued benefits, provided, that such reimbursement will cease on the date

that Mr. Jain becomes covered under a similar plan of a new employer. In addition he received payment of the 2025 annual bonus

in the amount of $309,526.

Nathan Smith

Pursuant to Mr. Smith’s Change of Control and Severance Agreement, effective May 20, 2025, if within three months prior to, or

twelve months following a change of control, we or our successor terminate Mr. Smith’s employment without cause or Mr. Smith

resigns for good reason, Mr. Smith will be entitled to (a) lump sum payment equal to twelve months of Mr. Smith’s annual base

salary (at the greater of the rate in effect immediately prior to the change of control or the rate in effect immediately prior to the date

of such termination), (b) acceleration of vesting equal to 100% of any unvested equity awards (with any performance criteria being

deemed achieved at target levels for the relevant performance period(s)), (c) a lump sum payment equal to 100% of Mr. Smith’s

annual bonus (equal to the greater of target bonus in effect for the fiscal year in which the change of control occurs or the target

bonus in effect for the fiscal year in which the termination occurs) and (d) 12 months of continued benefits, provided, that such

reimbursement will cease on the date that Mr. Smith becomes covered under a similar plan of a new employer. Pursuant to the

agreement, if we or a successor terminates Mr. Smith’s employment without cause and such termination occurs outside of a

change of control event, Mr. Smith will be entitled to (a) nine months’ severance based on Mr. Smith’s annual base salary to be

paid periodically in accordance with the Company’s normal payroll policies, and (b) nine months of continued benefits, provided,

that such reimbursement will cease on the date that Mr. Smith becomes covered under a similar plan of a new employer, and (c) if

such termination occurs prior to the one year anniversary of Mr. Smith’s start date, the inducement equity awards granted to Mr.

Smith in connection with the initial appointment will vest pro rata based on the number of days that elapsed since starting

employment with us.

On February 25, 2026, Mr. Smith terminated employment with CareDx. Per the Severance Agreement Mr. Smith will receive nine

months’ severance based on Mr. Smith’s annual base salary, to be paid periodically in accordance with the Company’s normal

payroll policies, of $300,000, and (b) nine months of continued benefits, provided, that such reimbursement will cease on the date

that Mr. Smith becomes covered under a similar plan of a new employer. In addition he received payment of the 2025 annual

bonus in the amount of $91,643.

For purposes of the Change of Control and Severance Agreements with each of our NEOs, “cause” means generally:

•executive’s material failure to perform the executive’s stated duties after a written notice of failure and a cure period of ten

days;

•executive’s material violation of our policies or any written agreement or covenant with us;


CareDx Inc.	2026 Proxy Statement \| 81

Executive Compensation

•executive’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony;

•a willful act by executive that constitutes gross misconduct and which is injurious to us;

•executive’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or

is reasonably expected to result in material injury to us;

•the unauthorized use or disclosure by executive of any of our proprietary information or trade secrets or any other party to

whom they owe an obligation of nondisclosure as a result of the executive’s relationship with us; or

•executive’s willful failure to cooperate with an investigation by a governmental authority.

Good reason means occurrence of one or more of the following:

•a material reduction in the executive's title, duties, authority, or responsibilities;

•a material reduction in the executive's annual base salary (unless base salaries of all other senior executives are similarly

reduced);

•our failure to obtain assumption of the agreement by any successor;

•a material change in the geographic location of the executive's principal workplace (with relocations of less than thirty

miles from Brisbane, California not constituting a material change);

•or any other action or inaction by us that constitutes a material breach of the agreement or any other written agreement

between us and the executive.

The following table estimates the amounts payable to our named executive officers in the event that a change of control,

termination of employment or both occurred on December 31, 2025, or, in the case of Mr. Jain on August 6, 2025, the date of his

termination of employment. The closing price of our common stock on December 31, 2025, as reported on the Nasdaq Global

Market, was $18.84 per share. The following table excludes certain benefits, such as accrued vacation, that are available to all

employees generally. The actual amount of payments and benefits that would be provided can only be determined at the time of a

change of control and/or the NEOs qualifying separation from the Company:


	Termination by the Company Without Cause Outside of Change of Control Window			Termination by the Company Without Cause During Change of Control Window
Name*	Cash Payments ($)	Continuation of Benefits(1) ($)	Value of Equity Accelerated ($)	Cash Payments ($)	Continuation of Benefits(1) ($)	Value of Equity Accelerated ($)

John W. Hanna	700,000	—	—	2,100,000	—	16,643,579
Keith Kennedy	592,250	45,985	—	947,600	45,985	3,068,151
Jessica Meng	489,250	—	—	782,800	—	2,405,020
Jeffrey Novack	370,000	—	—	642,000	—	1,400,509
Abhishek Jain*
Nathan Smith(2)

*For NEOs other than Mr. Jain, represents the estimated severance payable under each executive’s applicable Change of Control and

Severance Agreement at the rate in effect on December 31, 2025. For Mr. Jain, it represents the cash severance under his separation and

release agreement as of August 6, 2025.

(1)Represents the estimated cost of employer-paid reimbursement of health care coverage for the applicable periods specified in each

executive’s Change of Control Agreement (or separation and release agreement). These benefits cease if the executive becomes eligible for

comparable coverage through a new employer.

(2)The employment of Nathan Smith, Chief Financial Officer was terminated on February 25, 2026. Upon termination of his employment and

under the Change of Control and Severance Agreement between him and the Company, he was paid (i) a lump-sum cash payment in an

amount equal to nine months of his base salary, as in effect immediately prior to the termination date, (ii) payment of bonus in the amount of

$91,643, and (iii) vesting of 5,840 restricted stock units valued at $109,500, representing pro rata vesting during the period of Mr. Smith’s

employment with the Company through the termination date.


82 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

Pay Ratio Disclosure

We are a leading precision medicine company focused on the discovery, development and commercialization of clinically

differentiated, high-value diagnostic solutions for transplant patients and caregivers. We offer testing services, products, and digital

healthcare solutions along the pre- and post-transplant patient journey, and we are a leading provider of genomics-based

information for transplant patients.

As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the

annual total compensation of all our employees (other than our Chief Executive Officer) and the annual total compensation of John

Hanna, our Chief Executive Officer and President (our “CEO”) on October 15, 2025. Neither the Compensation and Human Capital

Committee nor our management used our CEO pay ratio measure in making compensation decisions. As explained by the SEC

when it adopted Item 402(u), the rule was designed to allow stockholders to better understand and assess our compensation

practices and pay ratio disclosures rather than to facilitate a comparison of this information from one company to another.

However, the pay ratio rules provide companies with flexibility to select the methodology and assumptions used to identify the

median employee, calculate the median employee's compensation and estimate the pay ratio. As a result, our methodology may

differ from those used by other companies, which likely will make it difficult to compare pay ratios with other companies, including

those within our industry.

CEO Pay Ratio for Fiscal Year 2025

•The median of the 2025 annual total compensation of all our employees, excluding our CEO, was $148,417;

•The annualized total compensation of our CEO in 2025 was $7,179,699; and

•The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our

employees was 48 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

Methodology

The methodology, including key assumptions and estimates, used to identify the employee (excluding our Chief Executive Officer)

with compensation at the median of the annual total compensation of all our employees was based on the following:

•In determining our employee population, we considered the individuals, excluding our Chief Executive Officer, who were

employed by us and our consolidated subsidiaries as of October 15, 2025, whether employed on a full-time, part-time,

seasonal or temporary basis. As of October 15, 2025, we had 767 employees. As permitted by the de minimis exception

contained in Item 402(u)(4)(ii) of Regulation S-K, we have excluded our 21 employees in Canada, Egypt, Germany,

Hungary, Italy, Saudi Arabia, Serbia, South Africa, Spain, Taiwan and the United Kingdom, leaving us with a population of

746 employees. We did not include any contractors or other non-employee workers in our employee population.

•To identify our median employee, we chose to use total cash and equity compensation as our consistently-applied

compensation measure, which we calculated as of October 15, 2025. After applying our methodology, our median

employee was a Software Engineer, based in the U.S.

•For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable

exchange rates in effect on October 15, 2025. For permanent employees hired during 2025, we annualized their total cash

as if they had been employed for the entire measurement period. We did not make any cost-of-living adjustments.

Calculation

Using the aforementioned methodology, the individual identified as the calculated median employee had actual earnings consisting

of base pay, bonus, company paid health and insurance benefits and 401(k) match for 2025 annual total compensation in the

amount of $148,417. Mr. Hanna’s compensation for purposes of the pay ratio disclosure has been adjusted as follows: base salary

annualized and target bonus payout included for a total of $7,179,699.


CareDx Inc.	2026 Proxy Statement \| 83

Executive Compensation

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information

about the relationship between executive “compensation actually paid” (the “CAP”) to our principal executive officers (“PEOs”) and

our other NEOs (the “Non-PEO NEOs”) and certain financial performance of the Company. The CAP does not reflect the actual

amount of compensation earned, realized or received by the PEOs or Non-PEO NEOs during the applicable fiscal year. The

following table shows the total compensation for our NEOs for the past five fiscal years as set forth in the “Summary Compensation

Table”, the CAP to our PEOs, and on an average basis, our Non-PEO NEOs (in each case, as determined under SEC rules), our

Total Shareholder Return (“TSR”), the TSR for companies in the Nasdaq Biotech Index, our net income, and our Company-

Selected Measure, Revenue.


									Value of Initial Fixed $100 Investment Based On:
Fiscal Year (a)	Summary Compensation Table (“SCT”) for Mr. Hanna (PEO 1) (b)(1)	CAP to Mr. Hanna (PEO 1) (c)(2)	Summary Compensation Table (“SCT”) for Mr. Johnson (PEO 2) (d)(1)	CAP to Mr. Johnson (PEO 2) (e)(2)	SCT for Dr. Seeto (PEO 3) (f)(1)	CAP to Dr. Seeto (PEO 3) (g)(2)	Average SCT for Non- PEO NEOs (j)(3)	Average CAP to Non- PEO NEOs (k)(2)	TSR (l)(4)	Peer Group TSR (m)(4)	Net Income (in thousands) (n)	Revenue (in thousands) (o)(5)

2025	$7,179,699	$3,453,094	$—	$—	—	—	$2,128,811	$1,664,869	$26.00	$124.75	($21,354)	$379,805
2024	9,424,329	24,178,001	$2,937,571	$7,443,241	$—	$—	$2,986,074	$3,772,296	$29.55	$93.49	$52,549	$333,785
2023	—	—	3,097,438	1,923,573	$10,551,753	$6,665,898	$4,617,844	$4,412,835	$16.56	$94.03	($190,284)	$280,324
2022	—	—	—	—	$12,786,270	($648,097)	$3,784,612	$118,224	$15.75	$89.90	($76,613)	$321,793
2021	—	—	—	—	$7,090,121	($50,411)	$2,605,699	$140,603	$62.77	$100.02	($30,662)	$296,397

(1)The dollar amounts reported in columns (b), (d), and (f) are the amounts of total compensation reported for Mr. Hanna (our Chief Executive

Officer and Principal Executive Officer since April 15, 2024), Mr. Johnson (our Principal Executive Officer from November 1, 2023 to April 15,

2024), and Dr. Seeto (Chief Executive Officer and Principal Executive Officer from November 1, 2020 to November 1, 2023) for each

corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Summary Compensation Table” on page 71 for

additional information.

(2)The dollar amounts reported in columns (c), (e), (g), (i), and (k) represent the amount of the CAP, as computed in accordance with SEC rules.

The CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value

calculated under applicable SEC rules. These amounts reflect the total amount of compensation for our NEOs reported in the Summary

Compensation Table with certain adjustments as described in the table below for the most recent fiscal year. We do not have a defined benefit

plan so no adjustment for pension benefits is included. The valuation assumptions and processes used to recalculate fair values did not

materially differ from those disclosed at the time of grant.


Fiscal Year	Executives	SCT (a)	Grant Date Value of New Awards (b)	Year End Value of New Awards (i)	Change in Value of Outstanding Awards Granted in Prior Fiscal Year (ii)	Change in Value of Vested Awards Granted in Prior Fiscal Years (iii)	Fair Value of Vested Awards Granted and Vested in Current Fiscal Year (iv)	Fair Value at Start of Fiscal Year of Awards that Failed to Meet Vesting Conditions (v)	Value of Dividend s Paid on Equity Awards not Reflected in Fair Value (vi)	Total Equity CAP (c)=(i)+(ii)+ (iii)+(iv)	CAP (d)= (a)-(b)+(c)

2025	PEO 1	$7,179,699	($5,622,638)	$5,199,291	($2,053,392)	($1,249,867)	—	—	—	$1,896,033	$3,453,094
	Non-PEO NEO Avg	$2,128,811	($1,364,519)	$1,345,448	($210,961)	($233,910)	—	—	—	$900,577	$1,664,869

(a)The dollar amounts reported in the Summary Compensation Table for the applicable year.

(b)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards”

columns of the Summary Compensation Table for the applicable year.


84 \| 2026 Proxy Statement	CareDx Inc.

Executive Compensation

(c)The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following:

(d)the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the

applicable year;

(e)the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior

years that are outstanding and unvested as of the end of the applicable year;

(f)for awards that vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year;

(g)for awards that failed to meet vesting conditions in the applicable year, the fair value from the end of prior fiscal year.

(h)for awards that failed to meet vesting conditions in the applicable year, the fair value from the end of prior fiscal year;

(i)value of dividend not otherwise captured in the calculation of each Fair Value used to calculate CAP

(j)The CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a

value calculated under applicable SEC rules.

(3)The dollar amounts reported in column (j) are the average amounts of total compensation reported for the Non-PEO NEOs for each

corresponding year in the “Total” column of the Summary Compensation Table. Refer to our “Summary Compensation Table” on page 71 for

additional information. For each of fiscal years in the table, the Non-PEO NEOs were:


2025	2024	2023	2022	2021

Abhishek Jain	Abhishek Jain	Abhishek Jain	Abhishek Jain	Ankur Dhingra
Keith Kennedy	Keith Kennedy	Abraham Ronai	Alexander Johnson	Alexander Johnson
Jessica Meng	Jessica Meng		Abraham Ronai	Sasha King
Jeffrey Novack	Jeffrey Novack		Ankur Dhingra	Peter Maag, Ph. D.
Nathan Smith			Sasha King	Marcel Konrad

(4)TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Nasdaq Biotech Index

companies. TSR is calculated by dividing (i) the difference between the stock price at the end of each measurement period shown and the

beginning of the measurement period by (ii) the stock price at the beginning of the measurement period.

(5)We determined Revenue to be the most important financial performance measure used to link Company performance to the CAP to our PEOs

and Non-PEO NEOs in 2025, consistent with the Total Sales targets used for our short-term incentives (annual bonuses) and long-term

incentives (PRSUs). See page 57 of our CD&A for additional information.

Relationship Between the CAP and Performance Measures

We believe the table above shows the alignment between the CAP to the NEOs and the Company’s performance, consistent with

our compensation philosophy as described in our CD&A beginning on page 57. The charts below show the relationship between

the CAP to our PEOs and Non-PEO NEOs and (i) our TSR and the Peer Group TSR; (ii) our net income and (iii) our Company-

Selected Measure, Revenue, during the five most recently completed fiscal years.


88 \| 2026 Proxy Statement	CareDx Inc.

Security Ownership of Certain

Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31,

2026 for:

•each of our current directors and nominees for director;

•each of our NEOs;

•all of our current directors and executive officers as a group; and

•each person or group who beneficially owned more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative

of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named

in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to

community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 51,274,651 shares of our common stock outstanding

as of March 31, 2026. We have deemed shares of our common stock subject to stock options that are currently exercisable or

exercisable within 60 days of March 31, 2026, or issuable pursuant to RSUs that are subject to vesting conditions expected to

occur within 60 days of March 31, 2026, to be outstanding and to be beneficially owned by the person holding the warrants, stock

option or RSUs for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding,

however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o CareDx, Inc., 8000 Marina

Boulevard, 4th Floor, Brisbane, California 94005.


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned

5% Stockholders:
BlackRock, Inc.(1)	4,416,324	8.6%
Baron Capital Group(2)	3,155,180	6.2%
Bellevue Group AG.(3)	3,145,546	6.1%
Neil Gagnon(4)	3,054,946	6.0%
State Street Corporation(5)	2,737,752	5.3%
Directors and Named Executive Officers:
John W. Hanna(6)	272,827	*
Keith Kennedy(7)	49,293	*
Jessica Meng(8)	39,319	*
Jeffrey Novack(9)	50,600	*


CareDx Inc.	2026 Proxy Statement \| 89

Security Ownership of Certain Beneficial Owners and Management


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned

Nathan Smith(10)	8,171	*
Directors and Named Executive Officers:
Abhishek Jain(11)	273,268	*
Michael D. Goldberg(12)	145,358	*
George W. Bickerstaff, III(13)	132,163	*
Fred E. Cohen, M.D., D. Phil(14)	143,162	*
Christine M. Cournoyer(15)	37,045	*
Suresh Gunasekaran	—	—
Peter Maag, Ph.D.(16)	296,743	*
R. Bryan Riggsbee(17)	15,674	*
Arthur A. Torres(18)	37,132	*
Hannah A. Valantine(19)	26,891	*
All current directors and executive officers as a group (13 persons)(20)	1,246,207	2.4%

*Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.

(1)Based solely on a Schedule 13G/A filed with the SEC on April 17, 2025, reporting beneficial ownership as of March 31, 2025, BlackRock, Inc.

reported beneficial ownership of 4,416,324 shares of our common stock, including (i) sole voting power over 4,323,315 shares and (ii) sole

dispositive power over 4,416,324 shares. The business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(2)Based solely on a Schedule 13G filed with the SEC on November 14, 2025, reporting beneficial ownership as of September 30, 2025, Baron

Capital Group, Inc., together with BAMCO, Inc., Baron Capital Management, Inc., and Ronald Baron, reported beneficial ownership of

3,155,180 shares of our common stock and shared voting and shared dispositive power over such shares. The business address of the Baron

reporting persons is 767 Fifth Avenue, 49th Floor, New York, NY 10153.

(3)Based solely on a Schedule 13G/A filed with the SEC on November 14, 2024, reporting beneficial ownership as of September 30, 2024,

Bellevue Group AG, on behalf of its wholly owned subsidiaries Bellevue Asset Management (UK) Ltd. and Bellevue Asset Management AG,

reported beneficial ownership of 3,145,546 shares of our common stock and shared voting and shared dispositive power over such shares.

The business addresses of the Bellevue reporting persons are Seestrasse 16, Küsnacht, Switzerland CH‑8700 (Bellevue Group AG and

Bellevue Asset Management AG) and 32 London Bridge Street, 24th Floor, London, England SE1 9SG (Bellevue Asset Management (UK)

Ltd.).

(4)Based solely on a Schedule 13G/A filed with the SEC on February 12, 2026, reporting beneficial ownership as of December 31, 2025, Mr.

Gagnon reported beneficial ownership of 3,054,946 shares of our common stock, including (i) sole voting and dispositive power over 177,878

shares, (ii) shared voting power over 2,551,068 shares, and (iii) shared dispositive power over 2,877,068 shares. The business address of Mr.

Gagnon and the affiliated reporting persons is 1370 Avenue of the Americas, 26th Floor, New York, NY 10019.

(5)Based solely on a Schedule 13G filed with the SEC on February 9, 2026, reporting beneficial ownership as of December 31, 2025, State

Street Corporation. reported beneficial ownership of 2,737,752 shares of our common stock, including (i) sole voting power over 2,737,752

shares and (ii) sole dispositive power over 2,737,752 shares. The business address of State Street Corporation is One Congress Street, Suite

1, Boston, MA 02114.

(6)Represents (i) 54,784 shares of common stock held by Mr. Hanna, (ii) 29,196 shares underlying options to purchase shares of our common

stock that are currently exercisable or will become exercisable within 60 days of March 31, 2026, and (iii) 188,847 shares underlying RSUs

that are scheduled to vest and settle within 60 days of March 31, 2026.

(7)Represents (i) 19,369 shares of common stock held by Mr. Kennedy and (ii) 4,194 shares underlying options to purchase shares of our

common stock that are currently exercisable or will become exercisable within 60 days of March 31, 2026, and (iii) 25,730 shares underlying

RSUs that are scheduled to vest and settle within 60 days of March 31, 2026.

(8)Represents (i) 15,590 shares of common stock held by Ms. Meng, (ii) 3,145 shares underlying options to purchase shares of our common

stock that are currently exercisable or will become exercisable within 60 days of March 31, 2026, and (iii) 20,584 shares underlying RSUs that

are scheduled to vest and settle within 60 days of March 31, 2026.

(9)Represents (i) 33,513 shares of common stock held by Mr. Novack, (ii) 145 shares underlying options to purchase shares of our common

stock that are currently exercisable or will become exercisable within 60 days of March 31, 2026, and (iii) 16,942 shares underlying RSUs that

are scheduled to vest and settle within 60 days of March 31, 2026.


90 \| 2026 Proxy Statement	CareDx Inc.

Security Ownership of Certain Beneficial Owners and Management

(10)Represents (i) 8,171 shares of common stock held by Mr. Smith. Based solely on the Company’s internal equity records as of March 31, 2026.

(11)Represents (i) 253,824 shares of common stock held by Mr. Jain, (ii) 919 shares underlying options to purchase shares of our common stock

that are currently exercisable or will become exercisable within 60 days of March 31, 2026, and (iii) 18,525 shares underlying RSUs that are

scheduled to vest and settle within 60 days of March 31, 2026. Based solely on the Company’s internal equity records as of March 31, 2026.

(12)Represents (i) 145,358 shares of common stock held by Mr. Goldberg.

(13)Represents (i) 132,163 shares of common stock held by Mr. Bickerstaff.

(14)Represents (i) 143,162 shares of common stock held by Dr. Cohen.

(15)Represents (i) 37,045 shares of common stock held by Ms. Cournoyer.

(16)Represents (i) 296,743 shares of common stock held by Dr. Maag.

(17)Represents (i) 15,132 shares of common stock held by Mr. Riggsbee and (ii) 542 shares underlying options to purchase shares of our

common stock that are currently exercisable or will become exercisable within 60 days of March 31, 2026

(18)Represents (i) 37,132 shares of common stock held by Mr. Torres.

(19)Represents (i) 26,891 shares of common stock held by Dr. Valantine.

(20)Represents (i) 956,882 shares of common stock held by our current directors and executive officers directly, (ii) 37,222 shares underlying

options to purchase shares of our common stock that are currently exercisable or will become exercisable within 60 days of March 31, 2026,

and (iii) 252,103 shares underlying RSUs that are scheduled to vest and settle within 60 days of March 31, 2026. This excludes shares of

common stock held by Messrs. Smith and Jain as they are not current officers as of March 31, 2026.


CareDx Inc.	2026 Proxy Statement \| 91

Related Party Transactions

Since January 1, 2025, there have not been any transactions or series of transactions, and there is currently no proposed

transaction, to which we were or are to be a participant in which the amount involved in the transaction or series of transactions

exceeds $120,000, and in which any of our directors, executive officers or persons who we know held more than five percent of

any class of our capital stock, including their immediate family members, had or will have a direct or indirect material interest, other

than compensation arrangements that are described under “Executive Compensation” above and the indemnification agreements

described below.

Indemnification Agreements

We have also entered into indemnification agreements with our directors and certain of our executive officers. The indemnification

agreements and the Certificate of Incorporation and Bylaws require us to indemnify our directors and officers to the fullest extent

permitted by Delaware law.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker

to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to

parameters established by the director or executive officer when entering into the plan, without further direction from them. Rule

10b5-1 plans are subject to certain requirements, including a cooling-off period (the later of 90 days after plan adoption or the next

quarterly earnings release, up to 120 days) before trading may commence, a prohibition on maintaining multiple overlapping plans,

and a limit of one single-trade plan per 12-month period. The director or executive officer may amend a Rule 10b5-1 plan in some

circumstances and may terminate a plan at any time, subject to the terms of the plan. Our directors and executive officers also may

buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information,

subject to compliance with the terms of our insider trading policy.

Policies and Procedures for Related Party Transactions

Our Audit and Finance Committee adopted a formal written policy that our Audit and Finance Committee is responsible for

reviewing “related party transactions.” A “related party transaction” is a transaction, arrangement, or relationship in which we

(including any of our subsidiaries) and any “related party” were, are, or will be participants involving an amount that exceeds

$120,000. For purposes of this policy, a related party is defined as a director, nominee for director, executive officer, or greater

than 5% beneficial owner of our common stock and their immediate family members, any entity in which such person is employed

or is a general partner or principal and any entity where such person has a 5% or greater beneficial ownership interest.

Under this policy, all related party transactions may be consummated or continued only if approved or ratified by our Audit and

Finance Committee. In determining whether to approve or ratify any such proposal, our Audit and Finance Committee will take into

account, among other factors it deems appropriate, (a) whether the transaction is on terms no less favorable than terms generally

available to an unaffiliated third party under the same or similar circumstances, and (b) the extent of the related party’s interest in

the transaction. The policy grants standing pre-approval of certain transactions, including (1) certain compensation arrangements

of executive officers, (2) certain director compensation arrangements, (3) transactions with another company at which a related

party’s only relationship is as a non-executive employee, director or beneficial owner of less than 5% of that company’s shares,

(4) transactions where a related party’s interest arises solely from the ownership of our common stock and all holders of our

common stock received the same benefit on a pro rata basis, and (5) transactions available to all U.S. employees generally.


92 \| 2026 Proxy Statement	CareDx Inc.

Other Matters

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of our

common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10%

stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

SEC regulations require us to identify in this proxy statement anyone who failed to file a timely required report during the most

recent fiscal year. Based solely upon our review of forms we received, or written representations from reporting persons stating that

they were not required to file these forms, we believe that during our fiscal year ended December 31, 2025, all Section 16(a) filing

requirements were satisfied on a timely basis, except that a late Form 4 was filed for Jeffrey Novack on July 14, 2025 due to

administrative error.

Available Information

Our financial statements for our fiscal year ended December 31, 2025 are included in our Annual Report on Form 10-K for the year

ended December 31, 2025. This proxy statement and our annual report are posted on the Investors section of our website at

investors.caredxinc.com and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual

report without charge by sending a written request to CareDx, Inc., Attention: Investor Relations, 8000 Marina Boulevard, 4th Floor,

Brisbane, California 94005.

Note About Forward-Looking Statements

This proxy statement contains forward-looking statements that involve a number of risks and uncertainties. Words such as

“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify

forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections

about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-

term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a

number of risks, uncertainties and assumptions, including those described in our Annual Report on Form 10-K for the year ended

December 31, 2025. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to

time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the

extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any

forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends

discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or

implied in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to

these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to

place undue reliance on such forward-looking statements.

Householding

The SEC has adopted rules that permit companies and intermediaries to satisfy the delivery requirements for Notice of Internet

Availability of Proxy Materials (the “Notice”) or other proxy materials with respect to two or more stockholders sharing the same

address by delivering a single notice or other annual meeting materials addressed to those stockholders. This process, which is

commonly referred to as householding, potentially provides extra convenience for stockholders and cost savings for companies.

Stockholders who participate in householding will continue to be able to access and receive separate proxy cards.


CareDx Inc.	2026 Proxy Statement \| 93

Other Matters

A Notice will be delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions have

been received from one or more of the affected stockholders. If, at any time, you no longer wish to participate in householding and

would prefer to receive a separate Notice or other proxy materials, please notify your broker or call the Company’s Secretary at

(415) 287-2300 or submit a request in writing to our Corporate Secretary, 8000 Marina Boulevard, 4th Floor, Brisbane,

California 94005. Stockholders who currently receive multiple copies of the Notice or other proxy materials at their address and

would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon

written or oral request to the address or telephone number above, a separate copy of the Notice or other proxy materials to a

stockholder at a shared address to which a single copy of the documents was delivered.

Company Website

We maintain a website at www.caredx.com. Information contained on, or that can be accessed through, our website is not intended

to be incorporated by reference into this proxy statement, and references to our website address in this proxy statement are

inactive textual references only.

Our Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are

properly presented at the Annual Meeting, the persons named on the enclosed proxy card will have discretion to vote the shares of

common stock they represent in accordance with their own judgment on such matters.

It is important that your shares of common stock be represented at the Annual Meeting, regardless of the number of shares that

you hold. You are, therefore, urged to vote over the Internet or by telephone as instructed on the proxy card or execute and return,

at your earliest convenience, the proxy card.

The Board of Directors

Brisbane, California

April 27, 2026


CareDx Inc.	2026 Proxy Statement \| A-1

Appendix A

2024 Equity Incentive Plan

1.GENERAL.

a.Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees,

Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the

Company and any Affiliate and to promote the creation of long-term value for the stockholders of the Company by

closely aligning the interests of such individuals with those of such stockholders.

b.Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options;

(ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; and (vi) Other Awards.

c.Effective Date. The Plan will come into existence on the Effective Date.

2.SHARES SUBJECT TO THE PLAN.

a.Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to

implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued

pursuant to Awards will not exceed 3,500,000 shares.

b.Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to

any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of

shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 3,500,000

shares.

c.Share Reserve Operation.

(i)Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the

number of shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of

Awards, except that the Company will keep available at all times the number of shares of Common Stock

reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in

connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed

Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and

such issuance will not reduce the number of shares available for issuance under the Plan. For the avoidance of

doubt, Awards that by their terms settle in cash shall not reduce the Share Reserve.

(ii)Reversion of Previously Issued Shares of Common Stock to Share Reserve. If any Award is forfeited,

expires, terminates, otherwise lapses or is surrendered pursuant to an Exchange Program or otherwise settled for

cash, in whole or in part, without the delivery of Shares, then the Shares covered by such forfeited, expired,

terminated or lapsed Award or Award surrendered or settled in cash shall be added back to the Share Reserve

and again become available for issuance under the Plan. For the avoidance of doubt, the following will not be

added back to the Share Reserve or again available for issuance under the Plan: (A) any Shares withheld in

respect of taxes, (B) any Shares tendered or withheld to pay the exercise price of Options, and (C) any Shares

underlying an Award of stock-settled SARs.

3.ELIGIBILITY AND LIMITATIONS.

a.Eligible Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to

receive Awards.

b.Specific Award Limitations.

(i)Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees

of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in

Sections 424(e) and (f) of the Code).


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Appendix A

(ii)Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at

the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first

time by any Participant during any calendar year (under all plans of the Company and any Affiliates) exceeds

$100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing

Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which

they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options,

notwithstanding any contrary provision of the applicable Award Agreement(s).

(iii)Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder

may not be granted an Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the

Fair Market Value on the date of grant of such Option and (ii) the Option is not exercisable after the expiration of

five years from the date of grant of such Option.

(iv)Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be

granted to Employees, Directors and Consultants who are providing Continuous Service unless the stock

underlying such Awards is treated as “service recipient stock” under Section 409A or unless such Awards

otherwise comply with the distribution requirements of Section 409A or is not subject to Section 409A.

c.Aggregate Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may

be issued pursuant to the exercise of Incentive Stock Options is the number of shares specified in Section 2(b).

d.Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as

applicable, in each case following the Effective Date, to any individual for service as a Non-Employee Director with

respect to any fiscal year, including Awards granted and cash fees paid by the Company to such Non-Employee

Director for his or her service as a Non-Employee Director, will not exceed (i) $750,000 in total value or (ii) in the

event such Non-Employee Director is first appointed or elected to the Board during such fiscal year, $1,500,000 in

total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity

awards for financial reporting purposes. For the avoidance of doubt, any Awards granted and cash fees paid to a

Non-Employee Director for his or her service as a Non-Employee Director in respect of any fiscal year shall count

against the compensation limits set forth in this Section 3(d) for the fiscal year to which such Awards and fees relate,

regardless of any deferral of such Awards or fees.

e.Minimum Vesting. Notwithstanding the Board’s discretion to determine the vesting schedule applicable to an

Award, all Awards, and all portions of Awards, shall be subject to a vesting schedule that provides that the Award

shall not vest with respect to any of the covered shares of Common Stock prior to the one year anniversary of the

date of grant of the Award (or the date of commencement of employment or service, in the case of a grant made in

connection with a Participant’s commencement of employment or service); provided, however, that (i) Awards with

respect to 5% of the aggregate number of shares subject to the Share Reserve may be granted under the Plan to

any one or more Participants (other than Officers) without respect to such minimum vesting provisions, (ii) vesting of

any Award may accelerate pursuant to Section 6(c)(ii), (iii) Awards that vest on the earlier of the one-year

anniversary of the date on which the Award was granted and the next annual meeting of stockholders (so long as

such next annual meeting of stockholders is at least 50 weeks after the immediately preceding year’s annual

meeting of stockholders) may be granted to Non-Employee Directors without respect to such minimum vesting

provisions, and (iv) nothing herein shall prohibit the Board from accelerating the vesting of any Award in connection

with the termination of a Participant’s Continuous Service in exchange for a release of claims.

4.OPTIONS AND STOCK APPRECIATION RIGHTS.

Each Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in

writing as an Incentive Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is

not so designated or if an Option designated as an Incentive Stock Option fails to qualify as an Incentive Stock Option, then

such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be

separately accounted for. Each SAR will be denominated in shares of Common Stock equivalents. The terms and conditions of

separate Options and SARs need not be identical; provided, however, that each Award Agreement will conform (through

incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following

provisions:


CareDx Inc.	2026 Proxy Statement \| A-3

Appendix A

a.Term. Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the

expiration of ten years from the date of grant of such Award or such shorter period specified in the Award

Agreement.

b.Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of

each Option or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award.

Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of

the Fair Market Value on the date of grant of such Award if such Award is granted pursuant to an assumption of or

substitution for another option or stock appreciation right pursuant to a corporate transaction and in a manner

consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

c.Exercise Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant

must provide notice of exercise to the Plan Administrator in accordance with the procedures specified in the Award

Agreement or otherwise provided by the Company. The Board has the authority to grant Options that do not permit

all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options

that require the consent of the Company to utilize a particular method of payment. The exercise price of an Option

may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more of the

following methods of payment to the extent set forth in the Award Agreement:

(i)by cash or check, bank draft or money order payable to the Company;

(ii)pursuant to a “cashless exercise” program developed under Regulation T as promulgated by the U.S. Federal

Reserve Board that, prior to the issuance of the Common Stock subject to the Option, results in either the

receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the exercise price to

the Company from the sales proceeds;

(iii)by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already

owned by the Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair

Market Value on the date of exercise that does not exceed the exercise price, provided that (1) at the time of

exercise the Common Stock is publicly traded, (2) any remaining balance of the exercise price not satisfied by

such delivery is paid by the Participant in cash or other permitted form of payment, (3) such delivery would not

violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated

shares are endorsed or accompanied by an executed assignment separate from certificate and (5) such shares

have been held by the Participant for any minimum period necessary to avoid adverse accounting treatment as

a result of such delivery;

(iv)if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company

will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of

shares with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that

(1) such shares used to pay the exercise price will not be exercisable thereafter and (2) any remaining balance

of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other permitted form

of payment; or

(v)in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.

d.Exercise Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the

Participant must provide notice of exercise to the Plan Administrator in accordance with the Award Agreement. The

appreciation distribution payable to a Participant upon the exercise of a SAR will not be greater than an amount

equal to the excess of (i) the aggregate Fair Market Value on the date of exercise of a number of shares of Common

Stock equal to the number of Common Stock equivalents that are vested and being exercised under such SAR, over

(ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form of Common

Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by

the Board and specified in the Award Agreement.

e.Transferability. Options and SARs may not be transferred to third-party financial institutions for value. The Board

may impose such additional limitations on the transferability of an Option or SAR as it determines. In the absence of

any such determination by the Board, the following restrictions on the transferability of Options and SARs will apply,

provided that, except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration,

and provided, further, that if an Option is an Incentive Stock Option, such Option may be deemed to be a

Nonstatutory Stock Option as a result of such transfer:


A-4 \| 2026 Proxy Statement	CareDx Inc.

Appendix A

(i)Restrictions on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and

distribution, and will be exercisable during the lifetime of the Participant only by the Participant; provided,

however, that the Board may permit transfer of an Option or SAR in a manner that is not prohibited by applicable

tax and securities laws upon the Participant’s request, including to a trust if the Participant is considered to be the

sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable U.S. state law)

while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer

and other agreements required by the Company.

(ii)Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation

in a format acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an

Option or SAR may be transferred pursuant to a domestic relations order.

f.Vesting. The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or

SAR as determined by the Board and vesting conditions may include achievement of one or more Performance

Goals. Except as otherwise determined by the Board or provided in the applicable Award Agreement or other written

agreement between a Participant and the Company, vesting of Options and SARs will cease upon termination of the

Participant’s Continuous Service.

g.Termination of Continuous Service for Cause. Except as otherwise determined by the Board or explicitly provided

in the Award Agreement or other written agreement between a Participant and the Company, if a Participant’s

Continuous Service is terminated for Cause, the Participant’s Options and SARs will terminate and be forfeited

immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising any

portion (including any vested portion) of such Awards on and after the date of such termination of Continuous

Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common

Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award. If a Participant is

suspended pending investigation of whether his or her Continuous Service shall be terminated for Cause, the

Participant’s rights to exercise an Option or SAR shall be suspended during the investigation period.

h.Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than

Cause. Subject to Section 4(i), if a Participant’s Continuous Service terminates for any reason other than for Cause,

the Participant may exercise his or her Option or SAR to the extent vested, but only within the following period of

time or, if applicable, such other period of time determined by the Board or provided in the Award Agreement or

other written agreement between a Participant and the Company; provided, however, that in no event may such

Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):

(i)3 months following the date of such termination if such termination is a termination without Cause (other than

any termination due to the Participant’s Disability or death); or

(ii)12 months following the date of such termination if such termination is due to the Participant’s Disability or the

Participant’s death (or if the Participant’s death occurs following the date of such termination but during the

period such Award is otherwise exercisable (as provided in (i) above)).

Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable

Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such

unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in

terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration in respect of

the terminated Award.

i.Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any

time that the issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as

otherwise determined by the Board or provided in the Award Agreement or other written agreement between a

Participant and the Company, if a Participant’s Continuous Service terminates for any reason other than for Cause

and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the exercise of the

Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such

exercise would violate Applicable Law, (ii) the immediate sale of any shares of Common Stock issued upon such

exercise would violate the Company’s Trading Policy or (iii) the Board has suspended exercisability under Section

7(b), then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar month

that commences following the date the Award would otherwise expire, with an additional extension of the exercise

period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during

such extended exercise period, generally without limitation as to the maximum permitted number of extensions;


CareDx Inc.	2026 Proxy Statement \| A-5

Appendix A

provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set

forth in Section 4(a)).

j.Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt

employee for purposes of the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares

of Common Stock until at least six months following the date of grant of such Award. Notwithstanding the foregoing,

in accordance with the provisions of the Worker Economic Opportunity Act, any vested portion of such Award may

be exercised earlier than six months following the date of grant of such Award in the event of (i) such Participant’s

death or Disability, (ii) a corporate transaction in which such Award is not assumed, continued or substituted, (iii) a

Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award Agreement or

another applicable agreement between the Employee and the Company or one of its Affiliates or, in the absence of

any such definition, in accordance with the Company’s then current employment policies and guidelines). This

Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection with the

exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

k.Whole Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their

equivalents.

l.Rights as a Stockholder. Dividends and dividend equivalents may not be paid or credited to Options or SARs, and

a Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a

stockholder with respect to the Shares subject to an Option or SAR until the Participant has given written notice of

the exercise thereof, has paid in full for such Shares and has satisfied the requirements of Section 4(c) or 4(d), as

applicable.

5.AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS.

a.Restricted Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms

and conditions as determined by the Board; provided, however, that each Restricted Stock Award Agreement and

RSU Award Agreement will conform (through incorporation of the provisions hereof by reference in the Award

Agreement or otherwise) to the substance of each of the following provisions:

(i)Form of Award.

(1)RSAs: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock

subject to a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions

until such shares become vested or any other restrictions lapse, or (ii) evidenced by a certificate, which

certificate will be held in such form and manner as determined by the Board. Unless otherwise determined by

the Board, a Participant will have voting and other rights as a stockholder of the Company with respect to any

shares subject to a Restricted Stock Award.

(2)RSUs: A RSU Award represents a Participant’s right to be issued on a future date the number of shares of

Common Stock that is equal to the number of restricted stock units subject to the RSU Award. As a holder of a

RSU Award, a Participant is an unsecured creditor of the Company with respect to the Company’s unfunded

obligation, if any, to issue shares of Common Stock in settlement of such Award and nothing contained in the

Plan or any Award Agreement, and no action taken pursuant to its provisions, will create or be construed to

create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or

any other person. A Participant will not have voting or any other rights as a stockholder of the Company with

respect to any RSU Award (unless and until shares are actually issued in settlement of a vested RSU Award).

(ii)Consideration.

(1)RSA: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money

order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of

consideration as the Board may determine and permissible under Applicable Law.

(2)RSU: Unless otherwise determined by the Board at the time of grant, a RSU Award will be granted in

consideration for the Participant’s services to the Company or an Affiliate, such that the Participant will not be

required to make any payment to the Company (other than such services) with respect to the grant or vesting

of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU Award. If, at the time

of grant, the Board determines that any consideration must be paid by the Participant (in a form other than the

Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in


A-6 \| 2026 Proxy Statement	CareDx Inc.

Appendix A

settlement of the RSU Award, such consideration may be paid in any form of consideration as the Board may

determine and permissible under Applicable Law.

(iii)Vesting. The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or

RSU Award as determined by the Board, which may include achievement of one or more Performance Goals.

Except as otherwise determined by the Board or provided in the Award Agreement or other written agreement

between a Participant and the Company or an Affiliate, vesting of Restricted Stock Awards and RSU Awards will

cease upon termination of the Participant’s Continuous Service.

(iv)Termination of Continuous Service. Except as otherwise determined by the Board or provided in the Award

Agreement or other written agreement between a Participant and the Company, if a Participant’s Continuous

Service terminates for any reason, (i) the Company may receive through a forfeiture condition or a repurchase

right any or all of the shares of Common Stock held by the Participant under his or her Restricted Stock Award

that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement

and (ii) any portion of his or her RSU Award that has not vested will be forfeited upon such termination and the

Participant will have no further right, title or interest in the RSU Award, the shares of Common Stock issuable

pursuant to the RSU Award, or any consideration in respect of the RSU Award; provided, however, that if the

Company has a contingent contractual obligation to provide for accelerated vesting of a Participant’s Restricted

Stock Award or RSU Award after termination of the Participant’s Continuous Service, the unvested portion of

such Award subject to potential acceleration shall remain outstanding until the maximum contractual time for

determining whether such contingency will occur, and terminate at such time if the contingency has not then

occurred.

(v)Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as

applicable, with respect to any shares of Common Stock subject to a Restricted Stock Award or RSU Award,

subject to the same restrictions on transferability and forfeitability as the underlying Award with respect to which

such dividends or dividend equivalents are granted and subject to such other terms and conditions as

determined by the Board and specified in the Award Agreement.

(vi)Settlement of RSU Awards. A RSU Award may be settled by the issuance of shares of Common Stock or cash

(or any combination thereof) or in any other form of payment, as determined by the Board and specified in the

RSU Award Agreement. At the time of grant, the Board may determine to impose such restrictions or conditions

that delay such delivery to a date following the vesting of the RSU Award in a manner intended to comply with

Section 409A, as applicable.

b.Other Awards. Other Awards may be granted either alone or in addition to Awards provided for under Section 4 and

the preceding provisions of this Section 5. Subject to the provisions of the Plan, the Board will have sole and

complete discretion to determine the persons to whom and the time or times at which such Other Awards will be

granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such

Other Awards and all other terms and conditions of such Other Awards (including the form of settlement, which may

be in the form of Common Stock, cash or other form of payment).

6.ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.

a.Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and

proportionately adjust: (i) the class(es) and maximum number of shares of Common Stock subject to the Plan, (ii) the

class(es) and maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options

pursuant to Section 2(b), and (iii) the class(es) and number of securities and exercise price, strike price or purchase

price of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its

determination shall be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights for

fractional shares of Common Stock shall be created in order to implement any Capitalization Adjustment. The Board

shall determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that

might be created by the adjustments referred to in the preceding provisions of this Section.

b.Dissolution or Liquidation. Except as otherwise determined by the Board or provided in the Award Agreement, in

the event of a dissolution or liquidation of the Company, all outstanding Awards (other than Awards consisting of

vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of

repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of

Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased

or reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous


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Service, provided, however, that the Board may determine to cause some or all Awards to become fully vested,

exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Awards have not previously

expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

c.Change in Control. All Awards outstanding on the effective date of a Change in Control shall be treated in the

manner described in the definitive agreement evidencing the Change in Control (or, in the event that the Change in

Control is not effected pursuant to a definitive agreement to which the Company is party, in the manner determined

by the Board, with such determination having final and binding effect on all parties), which agreement or

determination need not treat all Awards (or portions thereof) in an identical manner. Unless an Award Agreement

provides otherwise, without limiting the prior sentence, the treatment specified in the transaction agreement or by the

Board may include (without limitation) one or more of the following with respect to each outstanding Award:

(i)Awards May Be Assumed. In the event of a Change in Control, any surviving corporation or acquiring

corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all

Awards outstanding under the Plan or may substitute similar awards for Awards outstanding under the Plan

(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company

pursuant to the Change in Control), and any reacquisition or repurchase rights held by the Company in respect

of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the

Company (or the successor’s parent company, if any), in connection with such Change in Control. A surviving

corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of an Award

or substitute a similar award for only a portion of an Award, or may choose to assume or continue the Awards

held by some, but not all Participants. The terms of any assumption, continuation or substitution will be set by

the Board.

(ii)Awards Held by Current Participants. In the event of a Change in Control in which the surviving corporation or

acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or

substitute similar awards for such outstanding Awards, then with respect to Awards that have not been

assumed, continued or substituted and that are held by Participants whose Continuous Service has not

terminated prior to the effective time of the Change in Control (referred to as the “Current Participants”), the

vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards

may be exercised) will be accelerated in full to a date prior to the effective time of such Change in Control

(contingent upon the effectiveness of the Change in Control) as the Board determines (or, if the Board does not

determine such a date, to the date that is five days prior to the effective time of the Change in Control), and such

Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and

any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse (contingent

upon the effectiveness of the Change in Control). With respect to the vesting of Awards with performance-based

vesting that will accelerate upon the occurrence of a Change in Control pursuant to this subsection (ii) and that

have multiple vesting levels depending on the level of performance, unless otherwise provided in the Award

Agreement, the vesting of such Awards will accelerate at 100% of the target level upon the occurrence of the

Change in Control (or such greater level as determined by the Board). With respect to the vesting of Awards that

will accelerate upon the occurrence of a Change in Control pursuant to this subsection (ii) and are settled in the

form of a cash payment, such cash payment will be made no later than 30 days following the occurrence of the

Change in Control or such later date as required to comply with Section 409A.

(iii)Awards Held by Persons other than Current Participants. In the event of a Change in Control in which the

surviving corporation or acquiring corporation (or its parent company) does not assume or continue such

outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that

have not been assumed, continued or substituted and that are held by persons other than Current Participants,

such Awards will terminate if not exercised (if applicable) prior to the occurrence of the Change in Control;

provided, however, that any reacquisition or repurchase rights held by the Company with respect to such

Awards will not terminate and may continue to be exercised notwithstanding the Change in Control.

(iv)Payment for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if

not exercised prior to the effective time of a Change in Control, the Board may provide, in its sole discretion, that

the holder of such Award may not exercise such Award but will receive a payment, in such form as may be

determined by the Board, equal in value, at the effective time, to the excess, if any, of (1) the value of the

property the Participant would have received upon the exercise of the Award (including, at the discretion of the

Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection

with such exercise; for clarity, an Award may be cancelled without payment of any consideration if the value of

such property is equal to or less than the exercise price.


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d.Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a

Participant will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a

Change in Control involving the Company, including, without limitation, a provision for the appointment of a

stockholder representative that is authorized to act on the Participant’s behalf with respect to any escrow,

indemnities and any contingent consideration.

e.No Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of

shares pursuant to any Award does not affect or restrict in any way the right or power of the Company or the

stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change

in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or

of options, rights or options to purchase stock or of bonds, debentures, preferred or prior preference stocks whose

rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable

for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its

assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

7.ADMINISTRATION.

a.Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of

the Plan to a Committee or Committees, as provided in subsection (c) below.

b.Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of

the Plan:

(i)To determine from time to time: (1) which of the persons eligible under the Plan will be granted Awards;

(2) when and how each Award will be granted; (3) what type or combination of types of Award will be granted;

(4) the provisions of each Award granted (which need not be identical), including the time or times when a

person will be permitted to receive an issuance of Common Stock or other payment pursuant to an Award (and

whether and to what degree any applicable Performance Goals have been attained); (5) the number of shares

of Common Stock or cash equivalent with respect to which an Award will be granted to each such person;

(6) the Fair Market Value applicable to an Award; and (7) the terms of any Award with performance-based

vesting that is not valued in whole or in part by reference to, or otherwise based on, the Common Stock,

including the amount of cash payment or other property that may be earned and the timing of payment.

(ii)To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and

regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or

inconsistency in the Plan or in any Award Agreement, in a manner and to the extent it deems necessary or

expedient to make the Plan or Award fully effective.

(iii)To settle all controversies regarding the Plan and Awards granted under it.

(iv)To accelerate the time at which an Award may first be exercised or the time during which an Award or any part

thereof will vest, notwithstanding the provisions in the Award Agreement stating the time at which it may first be

exercised or the time during which it will vest.

(v)To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to

the consummation of any pending stock dividend, stock split, combination or exchange of shares, merger,

consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or

any other change affecting the shares of Common Stock or the share price of the Common Stock including any

Change in Control, for reasons of administrative convenience or in connection with any other event pursuant to

which the Board determines prohibition of exercise is necessary or reasonable.

(vi)To suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair

rights and obligations under any Award granted while the Plan is in effect except with the written consent of the

affected Participant.

(vii)To amend the Plan in any respect the Board deems necessary or advisable; provided, however, that

stockholder approval will be required for any amendment to the extent required by Applicable Law. Except as

provided above, rights under any Award granted before amendment of the Plan will not be Materially Impaired

by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and

(2) such Participant consents in writing.

(viii)To submit any amendment to the Plan for stockholder approval.


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(ix)To institute and determine the terms and conditions of an Exchange Program; provided that the Board shall not

implement an Exchange Program without stockholder approval.

(x)To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more

Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than

previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to

Board discretion; provided however, that, (1) the Board shall not, without stockholder approval, reduce the

exercise or strike price of an Option or SAR (other than in connection with a Capitalization Adjustment) and, at

any time when the exercise or strike price of an Option or SAR is above the Fair Market Value of a share of

Common Stock, the Board shall not, without stockholder approval, cancel and re-grant or exchange such

Option or SAR for a new Award with a lower (or no) purchase price or for cash, and (2) a Participant’s rights

under any Award will not be Materially Impaired by any such amendment unless (A) the Company requests the

consent of the affected Participant, and (B) such Participant consents in writing.

(xi)Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to

promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(xii)To adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation

in the Plan by, or take advantage of specific tax treatment for Awards granted to, Employees, Directors or

Consultants who are non-U.S. nationals or employed outside the United States (provided that Board approval

will not be necessary for immaterial modifications to the Plan or any Award Agreement to ensure or facilitate

compliance with the laws of the relevant non-U.S. jurisdiction).

c.Delegation to Committee.

(i)General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If

administration of the Plan is delegated to a Committee, the Committee will have, in connection with the

administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the

Committee, including the power to delegate to another Committee or a subcommittee of the Committee any of

the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will

thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the

provisions of the Plan, as may be adopted from time to time by the Board. Each Committee may retain the

authority to concurrently administer the Plan with the Committee or subcommittee to which it has delegated its

authority hereunder and may, at any time, revest in such Committee some or all of the powers previously

delegated. The Board will retain the authority to concurrently administer the Plan with any Committee and may,

at any time, revest in the Board some or all of the powers previously delegated.

(ii)Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of

the Exchange Act that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the

Board or a Committee that consists solely of two or more Non-Employee Directors, as determined under

Rule 16b-3(b)(3) of the Exchange Act, and, thereafter, any action establishing or modifying the terms of the

Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for

such exemption to remain available.

d.Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board or any

Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all

persons.

e.Delegation to an Officer. The Board or any Committee may delegate to one or more Officers the authority to do

one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and,

to the extent permitted by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the

terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Awards granted to

such Employees; provided, however, that the resolutions or charter adopted by the Board or any Committee

evidencing such delegation will specify the total number of shares of Common Stock that may be subject to the

Awards granted by such Officer and that such Officer may not grant an Award to himself or herself. Any such Awards

will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the

Committee, unless otherwise provided in the resolutions approving the delegation of authority. Notwithstanding

anything to the contrary herein, neither the Board nor any Committee may delegate to an Officer who is acting solely

in the capacity of an Officer (and not also as a Director) the authority to determine the Fair Market Value.


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8.TAX WITHHOLDING

a.Withholding Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes

withholding from payroll and any other amounts payable to such Participant, and otherwise agrees to make

adequate provision for (including), any sums required to satisfy any U.S. and/or non-U.S. federal, state, or local tax

or social insurance contribution withholding obligations of the Company or an Affiliate, if any, which arise in

connection with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not

be able to exercise an Award even though the Award is vested, and the Company shall have no obligation to issue

shares of Common Stock subject to an Award, unless and until such obligations are satisfied.

b.Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the

Company may, in its sole discretion, satisfy any U.S. and/or non-U.S. federal, state or local tax or social insurance

withholding obligation relating to an Award by any of the following means or by a combination of such means:

(i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of

Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash

from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant;

(v) by allowing a Participant to effectuate a “cashless exercise” pursuant to a program developed under Regulation T

as promulgated by the U.S. Federal Reserve Board or (vi) by such other method as may be set forth in the Award

Agreement.

c.No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law, the

Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising

such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a

pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The

Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and

will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an

Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees not to make any claim

against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from

such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult

with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and

has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any

Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least

equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue

Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a

condition to accepting an Option or SAR granted under the Plan, each Participant agrees not to make any claim

against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the U.S. Internal

Revenue Service asserts that such exercise price or strike price is less than the “fair market value” of the Common

Stock on the date of grant as subsequently determined by the U.S. Internal Revenue Service.

d.Withholding Indemnification. As a condition to accepting an Award under the Plan, in the event that the amount of

the Company’s and/or its Affiliate’s withholding obligation in connection with such Award was greater than the

amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the

Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper

amount.

9.MISCELLANEOUS.

a.Source of Shares; Fractional Shares. The stock issuable under the Plan will be shares of authorized but unissued

or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. No

fractional shares of Common Stock will be issued or delivered pursuant to this Plan or any Award. The Board may

determine whether cash, other Awards or other securities or property will be issued or paid in lieu of such fractional

shares or whether such fractional shares or any rights thereto will be forfeited or otherwise eliminated.

b.Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to

Awards will constitute general funds of the Company.

c.Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an

Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise

determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is


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Appendix A

communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g.,

Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g.,

exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or

related grant documents as a result of a clerical error in the Award Agreement or related grant documents, the

corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award

Agreement or related grant documents.

d.Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with

respect to, any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all

requirements for exercise of the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common

Stock subject to such Award is reflected in the records of the Company.

e.No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument

executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any

right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or

affect the right of the Company or an Affiliate to terminate at will and without regard to any future vesting opportunity

that a Participant may have with respect to any Award (i) the employment of an Employee with or without notice and

with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the

Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and

any applicable provisions of the corporate law of the U.S. state or non-U.S. jurisdiction in which the Company or the

Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other

instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the

Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future

compensation or any other term or condition of employment or service or confer any right or benefit under the Award

or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or

Plan.

f.Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of

his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the

Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a

part-time Employee or takes an extended leave of absence) after the date of grant of any Award to the Participant,

the Board may determine, to the extent permitted by Applicable Law and without the affected Participant’s consent,

to (i) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award

that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in

combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of

any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or

extended.

g.Execution of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees

to execute any additional documents or instruments necessary or desirable, as determined in the Plan

Administrator’s sole discretion, to carry out the purposes or intent of the Award, or facilitate compliance with

securities and/or other regulatory requirements, in each case at the Plan Administrator’s request.

h.Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or

document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any

successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by

the Company to which the Participant has access). By accepting any Award the Participant consents to receive

documents by electronic delivery and to participate in the Plan through any on-line electronic system established and

maintained by the Plan Administrator or another third party selected by the Plan Administrator. The form of delivery

of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by

the Company.

i.Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any

clawback policy that the Company is required to adopt pursuant to the listing standards of any national

securities exchange or association on which the Company’s securities are listed or as is otherwise required by

the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback

policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In

addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award

Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right


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Appendix A

in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of

Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a

Participant’s right to voluntarily terminate employment upon a “resignation for good reason,” or for a

“constructive termination” or any similar term under any plan of or agreement with the Company or any of its

Affiliates.

j.Securities Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the

shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be

exempt from the registration requirements of the Securities Act. Each Award also must comply with other Applicable

Law governing the Award, and a Participant will not receive such shares if the Company determines that such

receipt would not be in material compliance with Applicable Law.

k.Transfer or Assignment of Awards; Issued Shares. Except as otherwise determined by the Board or expressly

provided in the Plan or the form of Award Agreement, Awards granted under the Plan may not be transferred or

assigned by the Participant. After the vested shares subject to an Award have been issued, or in the case of

Restricted Stock Awards and similar awards, after the issued shares have vested, the holder of such shares is free

to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any

such actions are in compliance with the provisions herein, the terms of the Trading Policy and Applicable Law.

l.Effect on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon

grant, vesting or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used

when calculating any Participant’s benefits under any employee benefit plan sponsored by the Company or any

Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend,

modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

m.Deferrals. To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the

delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any

Award may be deferred and may establish programs and procedures for deferral elections to be made by

Participants. Deferrals will be made in accordance with the requirements of Section 409A.

n.Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements

will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted

hereunder exempt from Section 409A, and, to the extent not so exempt, in compliance with the requirements of

Section 409A. If the Board determines that any Award granted hereunder is not exempt from and is therefore subject

to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary

to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is

silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award

Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically

provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding an Award that

constitutes “deferred compensation” under Section 409A is a “specified employee” for purposes of Section 409A, no

distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A

without regard to alternative definitions thereunder) will be issued or paid before the date that is six months and one

day following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death,

unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so

deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter

on the original schedule.

o.Choice of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and

construed in accordance with, the internal laws of the State of Delaware, without regard to conflict of law principles

that would result in any application of any law other than the law of the State of Delaware.

p.Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously acknowledges

that the Company and its Affiliates will process certain personal information about the Participant in accordance with

the provisions of the Company’s privacy notice, a copy of which can be obtained by the Participant by contacting his

or her local human resources representative. Such personal information may include, but is not limited to, the

Participant’s name, home address, email address and telephone number, date of birth, social security or insurance

number, passport number or other identification number, salary, nationality, job title, any shares or directorships held

in the Company, and details of all Awards or any other entitlement to shares of Common Stock awarded, canceled,

exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing,


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administering and managing the Plan. In certain jurisdictions, the Participant’s consent is required in order for the

parties to process Participant’s personal information for the purpose of implementing, administering and managing

Participant’s participation in the Plan pursuant to and in accordance with his or her Award Agreement. Where such

consent is required and without limiting any other specific consent provided by the Participant, including in any

consent provided in a separate document, the Participant explicitly and unambiguously consents to the collection,

use and transfer, in electronic or other form, of the Participant’s personal data as described herein and any other

applicable Award grant materials by and among, as applicable, the Company or any of its Affiliates for the exclusive

purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant

understands that Data will be transferred to a stock plan service provider as may be selected by the Company from

time-to-time (the “Designated Broker”), which is assisting the Company with the implementation, administration and

management of the Plan. The Participant understands that the recipients of the Data may be located in the United

States or elsewhere, and that the recipient’s country of operation may have different data privacy laws and

protections than the Participant’s country. The Participant understands that if he or she resides outside the United

States, he or she may request a list with the names and addresses of any potential recipients of the Data by

contacting his or her local human resources representative. The Participant authorizes (where such authorization is

required) the Company, the Designated Broker and any other possible recipients which may assist the Company

(presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain

and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing

his or her participation in the Plan. The Participant understands that Data will be held only as long as is necessary to

implement, administer and manage his or her participation in the Plan. The Participant understands that if he or she

resides outside the United States, he or she may, at any time, view Data, request additional information about the

storage and processing of Data, require any necessary amendments to Data or, where applicable, refuse or

withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources

representative. Further, the Participant understands that where his or her consent is required by applicable law, he

or she is providing the consents on a purely voluntary basis. If the Participant does not consent, or if the Participant

later seeks to revoke his or her consent, his or her status as an Employee, Consultant or Director and career with the

Company and its Affiliates will not be adversely affected; the only adverse consequence of refusing or withdrawing

the Participant’s consent is that the Company would not be able to grant Awards to the Participant or administer or

maintain such Awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may

affect the Participant’s ability to participate in the Plan. For more information on the consequences of the

Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his

or her local human resources representative.

10.COMPLIANCE WITH LAW.

The Company will seek to obtain from each regulatory commission or agency, as may be deemed necessary, having

jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock

upon exercise or vesting of the Awards; provided, however, that this undertaking will not require the Company to register under

the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after

reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency

the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock

under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise or

vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the grant of an Award or the

subsequent issuance of Common Stock pursuant to the Award if such grant or issuance would be in violation of any Applicable

Law.

11.SEVERABILITY.

If all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or

invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be

unlawful or invalid. Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or

invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the

fullest extent possible while remaining lawful and valid.


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12.TERMINATION OF THE PLAN.

The Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth

anniversary of the Effective Date. No Awards may be granted under the Plan while the Plan is suspended or after it is

terminated.

13.DEFINITIONS.

As used in the Plan, the following definitions apply to the capitalized terms indicated below:

(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are

defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which

“parent” or “subsidiary” status is determined within the foregoing definition.

(b)“Applicable Law” means the Code and any applicable U.S. or non-U.S. securities, federal, state, material local or

municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule,

listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented

or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any

applicable self-regulating organization such as The Nasdaq Stock Market LLC, the New York Stock Exchange or the

Financial Industry Regulatory Authority, Inc.).

(c)“Award” means any right to receive Common Stock, cash or other property granted under the Plan (including an

Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a RSU Award, a SAR or any Other

Award).

(d)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and

conditions of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing

the written summary of the general terms and conditions applicable to the Award and which is provided to a

Participant along with the Grant Notice.

(e)“Board” means the board of directors of the Company (or its designee). Any decision or determination made by the

Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such

decision or determination shall be final and binding on all Participants.

(f)“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the

Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of

consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock

dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split,

liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity

restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting

Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any

convertible securities of the Company will not be treated as a Capitalization Adjustment.

(g)“Cause” has the meaning ascribed to such term in any written agreement between the Participant and the Company

defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the

occurrence of any of the following events: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary

duty for personal profit, or intentional falsification of any Company or Affiliate documents or records; (ii) the

Participant’s material failure to abide by the Company’s Code of Conduct or other policies (including, without

limitation, policies relating to confidentiality and reasonable workplace conduct and policies of any Affiliate, as

applicable); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or

intangible asset or corporate opportunity of the Company or any of its Affiliates (including, without limitation, the

Participant’s improper use or disclosure of Company or Affiliate confidential or proprietary information); (iv) any

intentional act by the Participant which has a material detrimental effect on the Company’s or its Affiliate’s reputation

or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written

notice from the Company (or its Affiliate, as applicable) of, and a reasonable opportunity to cure, such failure or

inability; (vi) any material breach by the Participant of any employment or service agreement between the Participant

and the Company (or its Affiliate, as applicable), which breach is not cured pursuant to the terms of such agreement;

or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud,

dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties

with the Company (or its Affiliate, as applicable). The determination that a termination of the Participant’s Continuous

Service is either for Cause or without Cause will be made by the Board with respect to Participants who are


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Appendix A

executive officers of the Company or members of the Board and by the Company’s Chief Executive Officer or his or

her designee with respect to all other Participants. Any determination by the Company that the Continuous Service

of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such

Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant

for any other purpose.

(h)“Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one

or more of the following events; provided, however, to the extent necessary to avoid adverse personal income tax

consequences to the Participant in connection with an Award, also constitutes a Section 409A Change in Control:

(i)any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing

more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue

of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be

deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company,

(B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other

Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions

the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or

the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other

acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a

Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting

securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any

additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the

percentage of the then outstanding voting securities Owned by the Subject Person over the designated

percentage threshold, then a Change in Control shall be deemed to occur;

(ii)there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the

Company and, immediately after the consummation of such merger, consolidation or similar transaction, the

stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding

voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in

such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting

power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in

substantially the same proportions as their Ownership of the outstanding voting securities of the Company

immediately prior to such transaction;

(iii)the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of

the Company, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a

liquidation into a parent corporation;

(iv)there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the

consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of

all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, at least 50%

of the combined voting power of the voting securities of which are Owned by stockholders of the Company in

substantially the same proportions as their Ownership of the outstanding voting securities of the Company

immediately prior to such sale, lease, license or other disposition; or

(v)during any period of 12 consecutive months, individuals who, on the date the Plan is adopted by the Board, are

members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the

members of the Board; provided, however, that if the appointment or election (or nomination for election) of any

new Board member was approved or recommended by a majority vote of the members of the Incumbent Board

then still in office, such new member shall, for purposes of this Plan, be considered as a member of the

Incumbent Board and that no individual initially elected or nominated as a member of the Board as a result of an

actual or threatened election contest with respect to the election or removal of directors or other actual or

threatened solicitation of proxies or consents by or on behalf of any person other than the Board (a “Proxy

Contest”), including by reason of any agreement intended to avoid or settle any Proxy Contest, shall be

considered to be a member of the Incumbent Board.

Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a

sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the

Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement


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Appendix A

between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to

Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term

is set forth in such an individual written agreement, the foregoing definition shall apply.

(i)“Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and

guidance thereunder.

(j)“Committee” means the Compensation Committee and any other committee of one or more Directors to whom

authority has been delegated by the Board or Compensation Committee in accordance with the Plan.

(k)“Common Stock” means the common stock, par value $0.001 per share, of the Company.

(l)“Company” means CareDx, Inc., a Delaware corporation, and any successor corporation thereto.

(m)“Compensation Committee” means the Compensation Committee of the Board.

(n)“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render

consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of

directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a

fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan.

Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Registration Statement

on Form S-8 under the Securities Act is available to register either the offer or the sale of the Company’s securities

to such person.

(o)“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an

Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant

renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for

which the Participant renders such service, provided that there is no interruption or termination of the Participant’s

service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however,

that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the

Board, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases

to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an

Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the

Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether

Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or

chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the

Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as

Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s

leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the

Participant, or as otherwise required by law. In addition, to the extent required for exemption from or compliance with

Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and

such term will be construed, in a manner that is consistent with the definition of “separation from service” as defined

under U.S. Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).

(p)“determine” or “determined” means as determined by the Board or the Committee (or its designee) in its sole

discretion.

(q)“Director” means a member of the Board.

(r)“Disability” means, with respect to a Participant, such Participant is unable to engage in any substantial gainful

activity after accounting for reasonable accommodations (if applicable and required by Applicable Law) by reason of

any medically determinable physical or mental impairment which can be expected to result in death or which has

lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Section 22(e)(3)

of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems

warranted under the circumstances.

(s)“Effective Date” means the date on which the Company’s stockholders approve the adoption of the Plan.

(t)“Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or

payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the

Plan.


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Appendix A

(u)“Employer” means the Company or the Affiliate that employs the Participant.

(v)“Entity” means a corporation, partnership, limited liability company or other entity.

(w)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations

promulgated thereunder.

(x)“Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d)

of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the

Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other

fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company,

(iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an

Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their

Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d)

or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the

Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

(y)“Exchange Program” means a program subject to stockholder approval as set forth in Section 7(b)(ix) under which

(i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have

higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would

have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by

the Board or the Committee, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The

Board or the Committee will determine the terms and conditions of any Exchange Program in its sole discretion.

(z)“Fair Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common

Stock (as determined on a per share or aggregate basis, as applicable) determined as follows:

(i)if the Common Stock is listed on any established stock exchange or traded on any established market, the Fair

Market Value will be the closing sales price for such stock as quoted on such exchange or market (or the

exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as

reported in a source the Board deems reliable;

(ii)if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value

will be the closing selling price on the last preceding date for which such quotation exists; or

(iii)in the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market

Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422

of the Code.

(aa)“Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality,

district or other jurisdiction of any nature; (b) U.S. or non-U.S. federal, state, local, municipal, or other

government; (c) governmental or regulatory body, or quasi-governmental body of any nature (including any

governmental division, department, administrative agency or bureau, commission, authority, instrumentality,

official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for

the avoidance of doubt, any tax authority) or other body exercising similar powers or authority; or (d) self-

regulatory organization (including The Nasdaq Stock Market LLC, the New York Stock Exchange, and the

Financial Industry Regulatory Authority, Inc.).

(bb)“Grant Notice” means the notice provided to a Participant that he or she has been granted an Award under the

Plan and which includes the name of the Participant, the type of Award, the date of grant of the Award, number of

shares of Common Stock subject to the Award or potential cash payment right, (if any), the vesting schedule for

the Award (if any) and other key terms applicable to the Award.

(cc) “Incentive Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to be, and

qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

(dd)“Materially Impair” means any amendment to the terms of the Award that materially adversely affects the

Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been

Materially Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment,

taken as a whole, does not materially impair the Participant’s rights. For example, the following types of

amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award:

(i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be


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Appendix A

exercised; (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the

Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise

affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to

clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption

from, Section 409A; or (v) to comply with other Applicable Laws.

(ee)“Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or

an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for

services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which

disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act

(“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required

under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be

required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for

purposes of Rule 16b-3.

(ff)“Nonstatutory Stock Option” means any option granted pursuant to Section 4 of the Plan that does not qualify

as an Incentive Stock Option.

(gg)“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange

Act.

(hh)“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common

Stock granted pursuant to the Plan.

(ii)“Other Award” means an award valued in whole or in part by reference to, or otherwise based on, Common

Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike

price less than 100% of the Fair Market Value at the time of grant) that is not an Incentive Stock Option,

Nonstatutory Stock Option, SAR, Restricted Stock Award or RSU Award.

(jj)“Other Award Agreement” means a written agreement between the Company and a holder of an Other Award

evidencing the terms and conditions of an Other Award grant. Each Other Award Agreement will be subject to the

terms and conditions of the Plan.

(kk)“Own,” “Owned,” “Owner,” “Ownership” means that a person or Entity will be deemed to “Own,” to have

“Owned,” to be the “Owner” of or to have acquired “Ownership” of securities if such person or Entity, directly or

indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting

power, which includes the power to vote or to direct the voting, with respect to such securities.

(ll)“Participant” means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan or,

if applicable, such other person who holds an outstanding Award.

(mm)“Performance Criteria” means the one or more criteria that the Board will select for purposes of establishing the

Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such

Performance Goals may include (but is not limited to) any one of, or combination of, the following as determined

by the Board: earnings (including earnings per share and net earnings); earnings before interest, taxes and

depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on

equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin

(including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax

profit; operating cash flow; sales or revenue targets; increases in revenue or product revenue; expenses and cost

reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent

metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer

satisfaction; stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit;

workforce diversity; growth of net income or operating income; billings; pre-clinical development related

compound goals; financing; regulatory milestones, including approval of a compound; stockholder liquidity;

corporate governance and compliance; product commercialization; intellectual property; personnel matters;

progress of internal research or clinical programs; progress of partnered programs; partner satisfaction; budget

management; clinical achievements; completing phases of a clinical study (including the treatment phase);

announcing or presenting preliminary or final data from clinical studies; in each case, whether on particular

timelines or generally; timely completion of clinical trials; submission of INDs and NDAs and other regulatory

achievements; partner or collaborator achievements; internal controls, including those related to the Sarbanes-

Oxley Act of 2002; research progress, including the development of programs; investor relations, analysts and


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Appendix A

communication; manufacturing achievements (including obtaining particular yields from manufacturing runs and

other measurable objectives related to process development activities); strategic partnerships or transactions

(including in-licensing and out-licensing of intellectual property; establishing relationships with commercial entities

with respect to the marketing, distribution and sale of the Company’s products (including with group purchasing

organizations, distributors and other vendors)); supply chain achievements (including establishing relationships

with manufacturers or suppliers of active pharmaceutical ingredients and other component materials and

manufacturers of the Company’s products); co-development, co-marketing, profit sharing, joint venture or other

similar arrangements; individual performance goals; corporate development and planning goals; and other

measures of performance selected by the Board.

(nn)“Performance Goals” means, for a Performance Period, the one or more goals established by the Board for the

Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-

wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either

absolute terms or relative to the performance of one or more comparable companies or the performance of one

or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the

Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance

Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment

of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring

charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted

accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude

the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted

accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any

business divested by the Company achieved performance objectives at targeted levels during the balance of a

Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares

of Common Stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization,

recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate

change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects

of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs

incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally

accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that

are required to be recorded under generally accepted accounting principles. In addition, the Board retains the

discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance

Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance

Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the

degree of achievement as specified in the Award Agreement.

(oo)“Performance Period” means the period of time selected by the Board over which the attainment of one or more

Performance Goals will be measured for the purpose of determining a Participant’s right to vesting or exercise of

an Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.

(pp) “Plan” means this CareDx, Inc. 2024 Equity Incentive Plan, as amended from time to time.

(qq)“Plan Administrator” means the person, persons, and/or third-party administrator designated by the Company to

administer the day-to-day operations of the Plan and the Company’s other equity incentive programs.

(rr)“Post-Termination Exercise Period” means the period following termination of a Participant’s Continuous

Service within which an Option or SAR is exercisable, as specified in Section 4(h).

(ss)“Restricted Stock Award” or “RSA” means an Award of shares of Common Stock granted pursuant to the terms

and conditions of Section 5(a).

(tt)“Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a

Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted

Stock Award Agreement includes the Grant Notice for the Restricted Stock Award and the agreement containing

the written summary of the general terms and conditions applicable to the Restricted Stock Award and which is

provided to a Participant along with the Grant Notice. Each Restricted Stock Award Agreement will be subject to

the terms and conditions of the Plan.

(uu)“RSU Award” or “RSU” means an Award of restricted stock units representing the right to receive an issuance of

shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).


A-20 \| 2026 Proxy Statement	CareDx Inc.

Appendix A

(vv)“RSU Award Agreement” means a written agreement between the Company and a holder of a RSU Award

evidencing the terms and conditions of a RSU Award. The RSU Award Agreement includes the Grant Notice for

the RSU Award and the agreement containing the written summary of the general terms and conditions

applicable to the RSU Award and which is provided to a Participant along with the Grant Notice. Each RSU

Award Agreement will be subject to the terms and conditions of the Plan.

(ww)“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in

effect from time to time.

(xx)“Rule 405” means Rule 405 promulgated under the Securities Act.

(yy)“Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder.

(zz)“Section 409A Change in Control” means a change in the ownership or effective control of the Company, or in

the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the

Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(aaa)“Securities Act” means the U.S. Securities Act of 1933, as amended.

(bbb)“Share” means a share of Common Stock, as adjusted in accordance with Section 6 of the Plan.

(ccc)“Share Reserve” means the number of shares available for issuance under the Plan as set forth in Section 2(a).

(ddd)“Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is

granted pursuant to the terms and conditions of Section 4.

(eee)“Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding

Common Stock having ordinary voting power to elect a majority of the board of directors of such corporation

(irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might

have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by

the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct

or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more

than 50%.

(fff)“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the

Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the

Company or any Affiliate.

(ggg)“Trading Policy” means the Company’s policy permitting certain individuals to sell Company shares only during

certain “window” periods and/or otherwise restricts the ability of certain individuals to transfer or encumber

Company shares, as in effect from time to time.

Amendment No. 1 to the CareDx, Inc. 2024 Equity Incentive Plan (April 23, 2025)

This Amendment No 1. (this “Amendment”) to the CareDx, Inc. 2024 Equity Incentive Plan (the “Plan”) was

adopted by the Board of Directors (the “Board”) of CareDx, Inc. (the “Company”), and following the Board’s approval of this

Amendment as of the date first written above, will be effective as of the date on which this Amendment is approved by the

stockholders of the Company (the “Amendment Effective Date”).

WHEREAS, the Company maintains the Plan, and pursuant to Section 7(b) of the Plan, the Board is authorized to

amend the Plan;

WHEREAS, the Board desires to amend the Plan to increase the number of shares of the Company’s Common

Stock reserved and available for issuance thereunder; and

WHEREAS, following approval by the Board, this Amendment will become effective as of and contingent upon

approval by the Company’s stockholders and if, for any reason, the Company’s stockholders fail to approve this

Amendment, this Amendment shall be void ab initio and the existing Plan shall continue in full force and effect.

NOW, THEREFORE, the Plan is hereby amended as follows, subject to and effective upon the Amendment

Effective Date:


CareDx Inc.	2026 Proxy Statement \| A-21

Appendix A

1.Capitalized Terms. Capitalized terms that are not defined in this Amendment shall have the meanings ascribed

thereto in the Plan.

2.Amendments to the Plan.

i.Section 2(a) of the Plan is hereby amended in its entirety to read as follows:

“(a) Share Reserve. Subject to adjustment in accordance with Section 2(c) and

any adjustments as necessary to implement any Capitalization Adjustments, the

aggregate number of shares of Common Stock that may be issued pursuant to

Awards will not exceed 5,100,000 shares.”

ii.Section 2(b) of the Plan is hereby amended in its entirety to read as follows:

“(b) Aggregate Incentive Stock Option Limit. Notwithstanding anything to the

contrary in Section 2(a) and subject to any adjustments as necessary to implement

any Capitalization Adjustments, the aggregate maximum number of shares of

Common Stock that may be issued pursuant to the exercise of Incentive Stock

Options is 5,100,000 shares.”

3.Ratification and Confirmation. Except as specifically amended by this Amendment, the Plan is hereby ratified and

confirmed in all respects and remains valid and in full force and effect.

4.Choice of Law. This Amendment shall be governed by and construed in accordance with the laws of the State of

Delaware, without reference to the principles of conflicts of laws thereof.

5.Headings. Section headings are for convenience only and shall not be considered a part of this Amendment.

* * *

Adopted by the Board of Directors (contingent on approval by the Stockholders) on April 24, 2024 and

Approved by the Stockholders on June 13, 2024

As Amended by Amendment No. 1 on June 12, 2025


B-1 \| 2026 Proxy Statement	CareDx Inc.

Appendix B

Amendment No. 2 to the CareDx, Inc. 2024 Equity Incentive Plan

April 21, 2026

This Amendment No 2. (this “Amendment”) to the CareDx, Inc. 2024 Equity Incentive Plan (the “Plan”) was

adopted by the Board of Directors (the “Board”) of CareDx, Inc. (the “Company”), and following the Board’s approval of this

Amendment as of the date first written above, will be effective as of the date on which this Amendment is approved by the

stockholders of the Company (the “Amendment Effective Date”).

WHEREAS, the Company maintains the Plan, and pursuant to Section 7(b) of the Plan, the Board is authorized to

amend the Plan;

WHEREAS, the Board desires to amend the Plan to increase the number of shares of the Company’s Common

Stock reserved and available for issuance thereunder; and

WHEREAS, following approval by the Board, this Amendment will become effective as of and contingent upon

approval by the Company’s stockholders and if, for any reason, the Company’s stockholders fail to approve this

Amendment, this Amendment shall be void ab initio and the existing Plan shall continue in full force and effect.

NOW, THEREFORE, the Plan is hereby amended as follows, subject to and effective upon the Amendment

Effective Date:

1.Capitalized Terms. Capitalized terms that are not defined in this Amendment shall have the meanings ascribed

thereto in the Plan.

2.Amendments to the Plan.

i.Section 2(a) of the Plan is hereby amended in its entirety to read as follows:

“(a) Share Reserve. Subject to adjustment in accordance with Section 2(c) and

any adjustments as necessary to implement any Capitalization Adjustments, the

aggregate number of shares of Common Stock that may be issued pursuant to

Awards will not exceed 6,700,000 shares.”

ii.Section 2(b) of the Plan is hereby amended in its entirety to read as follows:

“(b) Aggregate Incentive Stock Option Limit. Notwithstanding anything to the

contrary in Section 2(a) and subject to any adjustments as necessary to implement

any Capitalization Adjustments, the aggregate maximum number of shares of

Common Stock that may be issued pursuant to the exercise of Incentive Stock

Options is 6,700,000 shares.”

3.Ratification and Confirmation. Except as specifically amended by this Amendment, the Plan is hereby ratified and

confirmed in all respects and remains valid and in full force and effect.

4.Choice of Law. This Amendment shall be governed by and construed in accordance with the laws of the State of

Delaware, without reference to the principles of conflicts of laws thereof.

5.Headings. Section headings are for convenience only and shall not be considered a part of this Amendment.

Adopted by the Board of Directors (contingent on approval by the Stockholders) on April 21, 2026

Approved by the Stockholders on


☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12


☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



	R. Bryan Riggsbee Independent Director Age: 55 Independent Director since: 2024 Committees: •Audit & Finance Committee (Chairman)			Professional Experience •Senior Vice President, CFO - Neogen Corporation (Nasdaq: NEOG) (2025-present) •Independent Director, Member of the Audit Committee, Member of the Remuneration Committee - Immunovia AB (2025 - present) •Senior Vice President, CFO - North America, BioMerieux (2025) •CFO, Myriad Genetics (Nasdaq: MYGN) (2014 – 2024) •Interim President and CEO, Myriad Genetics (Nasdaq: MYGN) (2020) •Senior Vice President, Corporate Finance, Laboratory Corporation of America (LabCorp) (NYSE: LH) (2004-2014)


				Key Skills & Qualifications •Financial Planning and Analysis •Strategic Planning •Risk Management •Compliance and Regulatory Standards •Treasury •Certified Public Accountant licensed in the state of North Carolina


				Current Organizations •Neogen Corporation


				Previous Organizations •BioMerieux •Myriad Genetics •Laboratory Corporation of America (LabCorp) •General Electric •KPMG


				Education •M.B.A., Northwestern University •B.A. (Political Science), University of North Carolina at Chapel Hill •B.A. (Accounting), North Carolina State University


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights	(b) Weighted Average Exercise Price of Outstanding Options and Rights(1)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity compensation plans approved by stockholders(2)	4,675,730	$24.78	3,047,496
Equity compensation plans not approved by stockholders(3)	1,734,080	$13.12	141,444
Total:	6,409,810	$20.47	3,188,940