DEF 14A of CareDx, Inc., Apr 29, 2024

DEF 14A of CareDx, Inc.

Filed Apr 29, 2024 · FY20230001217234-24-000042

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is currently composed of eleven 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 I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. 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 over a three year period starting in 2025 and provides for the annual election of all directors beginning at our 2027 annual meeting of stockholders. One of our current directors, Grace E. Colón, Ph.D., is not standing for re-election and will be stepping down from the Board when her current term expires at the Annual Meeting. We would like to thank Dr. Colón for her guidance and valuable contributions during her years of dedicated service on the Board of Directors.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | George W. Bickerstaff, III Independent Director Age: 68 Independent Director since 2014 Committees: •Audit & Finance •Governance & Nominating | Professional Experience •Partner & MD, M.M. Dillon & Co. (2005 - Present) •Scientific Advisor, American Oriental Bioengineering (Nasdaq: AOBI) (2008 - 2012) •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 •Business and Operations Leadership Experience: Through various executive positions, including as CFO of Novartis Pharma, Mr. Bickerstaff has developed a deep understanding of business and operations in the healthcare sector. •Investment, Finance or Accounting Experience: Mr. Bickerstaff’s experience in investment banking at MM Dillon as well as more than a decade of experience in senior finance roles equip him with the necessary knowledge to advise on financial matters. •Public Company Board or Governance Experience: Mr. Bickerstaff has served on the boards of multiple public healthcare companies, including most recently at Innoviva, Sio Gene Therapies and Inovio Pharmaceuticals. | | | 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, Livwel Therapeutics (2008 - 2011) •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 •Chairperson, 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 |

  4. Director Nominees

    | Hannah A. Valantine, M.D. Independent Director Age: 72 Independent Director since 2021 Committees: •Governance & Nominating •Science & Technology | 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 |

  5. Director Nominees

    | Christine M. Cournoyer Independent Director Age: 72 Independent Director since 2019 Committees: •Audit & Finance •Compensation & Human Capital (Chairperson) •Science & Technology Committee | 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, Greenland Technologies (Nasdaq: 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 |

  6. Continuing Directors

    Continuing Directors

  7. Continuing Directors

    | Fred E. Cohen, M.D., D. Phil Independent Director Age: 67 Independent Director since 2014 Committees: •Compensation & Human Capital •Science & Technology Committee | Professional Experience •Founder & Chairman, Monograph Capital Partners (2021 - Present) •Founder & Senior Managing Director, Vida Ventures (2017 - Present) •Senior Advisor & 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 - Present) •Director, Intellia Therapeutics (Nasdaq: NTLA) (2019 - Present) •Director, Urogen Pharma (Nasdaq: URGN) (2017 - Present) •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 |

  8. Continuing Directors

    | William A. Hagstrom Independent Director Age: 66 Independent Director since 2015 Committees: •Audit & Finance •Compensation & Human Capital | Professional Experience •Co-Founder and Chairman (2023 – Present) and CEO (2016 - 2023), Octave Biosciences •CEO, Crescendo Bioscience (acquired by Myriad Genetics, Nasdaq: MYGN) (2007 - 2014) •President, Alpha BioPartners •Co-Founder, Biolytx Pharmaceuticals •Co-Founder, Altheus Therapeutics •Interim CEO, Selexys Pharmaceuticals (2003 - 2004) •Interim CEO, Inoveon (2001 - 2003) •Chairman, President & CEO, Urocor (Nasdaq: UCOR) (1989 - 1999) •Division Vice President (Scientific Products Division), Baxter Travenol (1985 - 1989) | | | Key Skills & Qualifications •Investment, Finance or Accounting Experience: Mr. Hagstrom has deep knowledge of finance, capital formation and financial modeling through his track record as a founder and executive, including as the former President of Crescendo Bioscience, which was acquired by Myriad Genetics. •Business and Operations Leadership Experience: Mr. Hagstrom has extensive experience developing pipelines, infrastructure and commercial strategy at several companies in specialty and molecular diagnostics, as demonstrated by his tenure at Crescendo Bioscience and as the co-founder and CEO of Octave Biosciences. •Regulatory and Legal Experience: In addition to his experience as a founder, Mr. Hagstrom held multiple management and executive positions at large multinational healthcare companies where he managed the legal and regulatory risks specific to medical products companies. | | | Other Boards •Director, CoFactor Genomics (2018 – Present) •Director, Genalyte (2016 - 2019) •Director, Navican Genomics (2016 - 2017) •Executive Director, Crescendo Bioscience (2007 - 2014) •Director, Inoveon (2000 - 2003) •Director, Prometheus Labs (1998 - 2003) •Chairman, Urocor (Nasdaq: UCOR) (1989 - 1999) •Director, Zymetx (Nasdaq: ZMTX) (1994 - 1998) •Chairman, President & CEO, Urocor (Nasdaq: UCOR) (1989 - 1999) | | | Current Organizations •Advisor, Biolytx Pharmaceuticals | | | Previous Organizations •Advisor, Convergent Genomics •Advisor, Guardant Health | | | Education •B.S., Bob Jones University |

  9. Continuing Directors

    | Peter K. Maag, Ph.D. Director Age: 57 Director since 2012 Committees: •Science & Technology Committee | Professional Experience •CEO, Kyverna Therapeutics (Nasdaq: KYTX) (2022 - Present) •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 - Present) •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 |

  10. Continuing Directors

    | Michael Goldberg Chairperson of the Board of Directors Age: 66 Independent Director since 2011 Committees: •Audit & Finance •Governance & Nominating •Compensation & Human Capital | 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; Director, 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 |

  11. Continuing Directors

    | Arthur A. Torres Independent Director Age: 77 Independent Director since 2021 Committees: •Governance & Nominating (Chairperson) | Professional Experience •Director, San Francisco Municipal Transportation Agency (2017 - 2020) •President & Member, San Francisco Public Utilities Commission (2010 - 2014) •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 | | | 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 as a Board member of Covered California, 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 •Vice Chair, One Legacy Foundation | | | Previous Organizations •Vice Chair Emeritus, California Institute for Regenerative Medicine •Vice Chair, One Legacy Foundation •Alumni Regent & President Emeritus, University of California Alumni Association •Alumni Regent Designate Emeritus, University of California •Board Member Emeritus, Covered California •JFK Teaching Fellow, Harvard University •Visiting Professor, University of San Francisco School of Nursing •German Marshall Fund Fellow | | | Education •J.D., University of California Davis School of Law •B.A. (Government), University of California Santa Cruz |

  12. Continuing Directors

    | R. Bryan Riggsbee Independent Director Age: 53 Independent Director since 2024 Committees: •Audit & Finance (Chairperson) | Professional Experience •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 Organization •N/A | | | Previous Organizations •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 |

  13. Continuing Directors

    | John W. Hanna Director, President and Chief Executive Officer of CareDx Age: 44 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 (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 |

  14. Considerations in Evaluating Director Nominees

    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, and our Governance and Nominating Committee considers a broad range of backgrounds and experiences. In determining nominations of directors, our Governance and Nominating Committee may take into account the benefits of diverse viewpoints. 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.

  15. Director Compensation

    Director Compensation

  16. Director Compensation Table

    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, 2023 for service on our Board of Directors and its committees.

  17. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3)(4) | Total ($) | | Michael D. Goldberg | 156,032(5) | 149,998 | 149,995 | 456,025 | | George W. Bickerstaff, III | 68,750 | 149,998 | 149,995 | 368,743 | | Fred E. Cohen, M.D., D. Phil | 55,875 | 149,998 | 149,995 | 355,868 | | Grace E. Colón, Ph.D. | 60,875 | 149,998 | 149,995 | 360,868 | | Christine M. Cournoyer | 84,453(6) | 149,998 | 149,995 | 384,446 | | Peter Maag, Ph.D. | 54,935(7) | 149,998 | 149,995 | 354,928 | | William A. Hagstrom | 60,875 | 149,998 | 149,995 | 360,868 | | Arthur A. Torres | 53,750 | 149,998 | 149,995 | 353,743 | | Hannah A. Valantine, M.D. | 53,750 | 149,998 | 149,995 | 353,743 |

  18. Director Compensation Table

    (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 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on February 28, 2024. (2)As of December 31, 2023, each of our then-current non-employee directors held the following number of RSUs: Mr. Goldberg: 21,457; Mr. Bickerstaff: 18,844; Dr. Cohen: 18,844; Dr. Colón: 18,844; Ms. Cournoyer: 18,844; Mr. Hagstrom: 18,844; Dr. Maag: 227,036; Senator Torres: 19,596 and Dr. Valantine: 19,387. (3)Amounts represent the aggregate fair value of the option awards computed as of the grant date of each option award in accordance with FASB ASC Topic 718. Our assumptions with respect to the calculation of these values are set forth in Note 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on February 28, 2024. There can be no assurance that option awards will be exercised (in which case no value will be realized by the individual) or that the value on exercise will approximate the fair value as computed in accordance with FASB ASC Topic 718. (4)As of December 31, 2023, each of our then-current non-employee directors held options to purchase the following number of shares of common stock: Mr. Goldberg: 114,151; Mr. Bickerstaff: 75,419; Dr. Cohen: 47,683; Dr. Colón: 50,100; Ms. Cournoyer: 53,832; Mr. Hagstrom: 68,886; Dr. Maag: 237,692; Senator Torres: 38,997 and Dr. Valantine: 38,372. (5)Mr. Goldberg elected to receive part of his annual cash retainer fees in the form of unrestricted shares of our common stock pursuant to our outside director compensation policy. Mr. Goldberg was paid $48,645 in cash retainer fees and the remaining $107,387 of the reported amount represents the aggregate fair value of the stock awards granted to Mr. Goldberg in lieu of annual cash retainers 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 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on February 28, 2024. (6)Ms. Cournoyer elected to receive part of her annual cash retainer fees in the form of unrestricted shares of our common stock pursuant to our outside director compensation policy. Ms. Cournoyer was paid $41,752 in cash retainer fees and the remaining $42,701 of the reported amount represents the aggregate fair value of the stock awards granted to Ms. Cournoyer in lieu of annual cash retainers 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 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on February 28, 2024. (7)Dr. Maag elected to receive all of his annual cash retainer fees in the form of unrestricted shares of our common stock pursuant to our outside director compensation policy. The reported amount represents the aggregate fair value of the stock awards granted to Dr. Maag in lieu of annual cash retainers 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 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on February 28, 2024. Deferral Election Program In December 2018, our Compensation and Human Capital Committee approved an RSU and performance unit 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 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, 2023, none of our non-employee directors held any deferred stock awards, except for Mr. Goldberg, who elected to defer the settlement of RSUs with an aggregate value of $31,356 as of December 31, 2023, and Dr. Maag, who elected to defer the settlement of RSUs with an aggregate value of $2,914,464 as of December 31, 2023. 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 person 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.

  19. Non-Employee Director Compensation Limit

    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 his or her 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.

  20. 1, 3 AND 5-YEAR PERIODS

    1, 3 AND 5-YEAR PERIODS Key 2023 Compensation Decisions Aligned with our accomplishments in 2023 and strong business and company performance as outlined above, we took certain actions related to our compensation program. Specifically, we sought to add more “at-risk” pay for our executives by adding long-term performance based incentives (including PRSUs), 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 maintaining broad-based equity participation, 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. Moreover, cash incentive bonuses were paid out below target based on a 70% achievement of company goals during 2023 (see “Section IV. Pay Components-Annual Incentives” below for further discussion). Results of Fiscal 2022 Stockholder Advisory Vote At our 2023 Annual Meeting of Stockholders, our stockholders approved our Say-on-Pay proposal with approximately 95.5% of the votes in favor of the fiscal 2022 compensation of our named executive officers. We believe that the 2023 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. Since we first conducted the Say-on-Pay vote, we have implemented a systematic stockholder outreach program to seek ongoing feedback on our governance and compensation policies. 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. During 2023, our management contacted stockholders representing over 50 of our institutional stockholdings and engaged with stockholders representing over 40% of our institutional stockholdings to discuss, among other things, our executive compensation program. In response to the feedback received from our stockholders over the last two years, we have made the following changes to our governance practices and compensation program: •Adopted director and executive officer stock ownership guidelines; •Amended our equity incentive plans to provide that equity awards granted thereunder are generally subject to minimum vesting of at least one year and to prohibit cash buyouts of options and option repricings without the consent of our stockholders; •Adopted a restated compensation recovery (“clawback”) policy; •Our cash bonus program for our executive officers for 2023 and 2024 includes both financial and non-financial metrics that were pre-set at the beginning of the applicable year; and •The PRSUs granted to our executive officers in 2023 are based on a two-year performance period with one year of additional vesting (if performance criteria are achieved, 50% will vest at the end of the two-year performance period and the remaining 50% will vest the following year).

  21. III.Compensation Determination Process

    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, including DEI considerations in the context of our compensation plans, programs and pay equity practices 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 2023, the former CEO made recommendations with respect to salary, 2023 bonus targets and equity awards granted in Q1 2023 to executive officers, other than himself. The Office of the Chief Executive Officer was formed in November 2023 and provided input to the compensation process with respect to performance against objectives for the 2023 calendar year. Mr. Jain, on behalf of the Office of the Chief Executive Officer, and in consultation with our Senior Vice President, Head of Human Resources, made recommendations to our Compensation and Human Capital Committee regarding short-and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement. Our Compensation and Human Capital Committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other than the Chief Executive Officer and each employee member of the Office of the Chief Executive Officer, as well as each individual compensation component. Our Compensation and Human Capital Committee makes recommendations to our Board of Directors regarding, or determines, compensation for our Chief Executive Officer and each employee member of the Office of the Chief Executive Officer. The Compensation and Human Capital Committee or the independent members of our Board of Directors make the final decisions regarding executive compensation for our Chief Executive Officer and each employee member of the Office of the 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. The Compensation and Human Capital Committee previously retained Aon’s Human Capital Solutions practice (“Aon”), a division of Aon plc, as its independent outside compensation consultant from 2014 through part of 2023 to assist with setting executive and outside director compensation. Beginning in September 2023, the Compensation and Human Capital Committee 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. In 2023, Aon and Alpine provided the following services to the Compensation and Human Capital Committee: •Reviewed and recommended adjustments to our peer group; •Conducted an extensive executive compensation assessment; and •Provided key insights on executive and outside director compensation based on relevant market data. Neither Aon nor Alpine provided 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 each of Aon and Alpine in 2023 and determined that Aon’s and 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 Aon’s and 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 Aon, the Compensation and Human Capital Committee has developed a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices with respect to compensation paid in 2023. In December 2022, the Compensation and Human Capital Committee approved a peer group for use in making 2023 compensation decisions. When selecting appropriate peers, the general criteria used were: •Industry – medical device and commercial bio pharmaceutical companies •Revenues – Between $150 million and $800 million •Market Capitalization – between $250 million and $2.3 billion For compensation decisions for fiscal year 2023, the following public companies were selected as our peer group:

  22. 2023 Peer Group

    2023 Peer Group

  23. 2023 Peer Group

    | Adaptive Biotechnologies Corporation | Guardant Health, Inc. | Castle Biosciences, Inc. | Meridian Bioscience, Inc. | | Exact Sciences Corporation | Nanostring Technologies, Inc. | Invitae Corporation | NeoGenomics, Inc. | | Myriad Genetics, Inc. | Pacific Biosciences of California, Inc. | Natera, Inc. | Quanterix Corporation | | OraSure Technologies, Inc. | Veracyte, Inc. | Cerus Corporation | TransMedics Group* | | Twist Bioscience Corporation | | | |

  24. 2023 Peer Group

    *New for 2023. Berkeley Lights, Inc. and Personalis, Inc. were removed for 2023 from the 2022 peer group of companies. 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.

  25. IV.Pay Components

    | 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 2023 •Cash bonuses, which are based on our financial and strategic goals, and the three metrics used for 2023 cash bonuses were: •Revenues - 40% weighting •Adjusted EBITDA - 40% weighting •Pipeline and Approvals - 20% weighting | | Long-Term Incentives | Long-Term (four years) | Aligns the interests of management and stockholders and serves as an important retention vehicle; Supports the achievement of strong stock price growth | NEOs receive a mix of: •Options and RSUs vest over four years to encourage employee retention •Stock options to reward long-term stock price growth Performance-based RSUs (“PRSUs”), which have a two-year performance period with one year of additional vesting thereafter, and are based on our financial and strategic goals. The two metrics used for PRSUs granted in 2023 with a two-year performance period (combined for 2023 and 2024) were: •Revenues - 50% weighting •Adjusted EBITDA - 50% weighting |

  26. IV.Pay Components

    | What We Do | | | ☑ Pay-for-performance based on both financial and non-financial metrics, and our PRSUs have a two-year performance period with one year of additional vesting thereafter ☑ Maintain an Insider Trading Policy ☑ Align compensation with stockholder interests ☑ Maintain “Double Trigger” benefits in the case of a Change in Control ☑ Annual compensation review ☑ Recommending annual stockholder advisory vote on named executive officer compensation ☑ Provide only very limited perquisites to executives | ☑ Director and executive officer stock ownership guidelines ☑ Balanced pay mix of fixed and variable pay ☑ Multi-year vesting requirements for stock options and certain restricted stock unit awards ☑ Robust anti-hedging and pledging policies ☑ Retain an independent compensation consultant ☑ Only independent directors serve on our board committees ☑ Maintain compensation recovery (“clawback”) policy ☑ Provide that equity awards granted under our equity incentive plans are subject to minimum vesting of at least one year | | What We Don’t Do | | | ⌧ Provide excessive severance payments ⌧ Use excise tax gross-ups ⌧ Utilize guaranteed bonuses ⌧ Provide single trigger change-in-control severance payments ⌧ Provide excessive perquisites ⌧ Provide supplemental executive retirement plans | ⌧ Provide special welfare benefits to our executive officers ⌧ Permit the payment of dividends on RSUs or PRSUs prior to vesting ⌧ Permit cash buyouts of options without stockholder consent ⌧ Permit option repricings without stockholder consent |

  27. IV.Pay Components

    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 he or she will perform his or her responsibilities to the best of his or her ability and in our best interests. Annual salary decisions are made in recognition of competitive data as well as the skills and experience that each individual brings to CareDx and the performance contributions each makes. Base salary changes in 2023 varied by executive due either to merit increases and/or market adjustments. The increases in 2023 were based on a review of market data from Aon 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.

  28. IV.Pay Components

    *See footnotes for a description of the changes to base salary that were effected throughout 2023. Actual amounts of salary paid to our NEOs are described in the “Summary Compensation Table” below. (1)Effective March 1, 2023, Mr. Johnson’s annual base salary was increased from $388,125 to $415,000. (2)Effective March 1, 2023, Mr. Jain’s annual base salary was increased from $375,000 to $415,000. (3)Effective March 1, 2023, Dr. Seeto’s annual base salary was increased from $558,900 to $620,000. Dr. Seeto’s employment with us terminated effective November 1, 2023. (4)Effective March 1, 2023, Mr. Ronai’s annual base salary was increased from $388,125 to $415,000. Mr. Ronai’s employment with us terminated effective September 30, 2023. Annual Incentives Our cash bonus program 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 his or her base salary. Payments under the cash bonus program and vesting of the PRSUs are ultimately based on the achievement of pre-established Company metrics. 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 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 2023, the Company Factor could range from zero to 200%. For 2023, the cash bonus program used three metrics for funding: Revenues, Pipeline and Approvals (number of products or services added to our pipeline and number of approvals obtained) and Adjusted EBITDA. We define Adjusted EBITDA as non-GAAP net income/(loss) before net interest expense, income tax expense, depreciation and amortization, other expense, and net loss attributable to noncontrolling interest. For each of these three metrics, in the first quarter of 2023, the Compensation and Human Capital Committee established performance thresholds at the following levels: less than 25% achievement; 25% achievement; 50% achievement; 100% achievement; 150% achievement; and 200% or greater achievement. The Compensation and Human Capital Committee set the Company Factor, for purposes of the bonuses earned for 2023, at 70% based on our 2023 achievements. In setting the Company Factor at 70%, the majority of the cash bonus assessment was based on our Total Sales for 2023 relative to a Total Sales target, while minority weights were given to the number of Pipeline Additions in 2023 and our 2023 Adjusted EBITDA relative to an Adjusted EBITDA target. A discretionary nominal weight was also awarded to account for sustained efforts in a challenging market and success in the areas of increased testing volumes and maintaining a strong balance sheet. The Compensation and Human Capital Committee determined that, although the targets were not fully achieved, the actions taken by management in 2023 after first quarter 2023 targets were missed were taken in order to better position the Company for profitability in 2024. Once the Company Factor was determined based on Company performance against the metrics above, a modifier was applied based on individual performance. Our Compensation and Human Capital Committee had discretion to grant individual cash bonus awards at, below, or above target based on individual performance and the funding available in the bonus pool. Final awards under the program were subject to adjustment, positively or negatively, for individual performance against key Company objectives. 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. Except with respect to Dr. Seeto and Mr. Ronai, to arrive at each NEO’s earned bonus for 2023, the Compensation and Human Capital Committee multiplied the NEO’s base salary, by the NEO’s annual target bonus percentage, by the Company Factor (70%), by the NEO’s individual performance factor, as determined by the Compensation and Human Capital Committee. The annual incentive cash bonuses paid to our NEOs for 2023 were:

  29. IV.Pay Components

    | Named Executive Officer* | Base Salary for Purposes of Bonus | 2023 Annual Target Bonus (% of base) | Company Factor | Individual Performance Multiplier | 2023 Earned Bonus | | Alex Johnson | $415,000 | 60% | 70% | 100% | $174,300 | | Abhishek Jain | $415,000 | 60% | 70% | 100% | $174,300 | | Reginald Seeto(1) | $620,000 | 100% | 70% | 100% | $620,000 | | Abraham Ronai(2) | $420,000 | 60% | 70% | 100% | $252,000 |

  30. IV.Pay Components

    (1)Pursuant to our separation agreement with Dr. Seeto, dated November 1, 2023, we agreed to pay Dr. Seeto his full annual bonus for 2023 at target ($620,000), payable in accordance with our standard bonus schedule in February 2024. This amount is included in the “All Other Compensation” column of the “Summary Compensation Table” below. (2)Pursuant to our separation agreement with Mr. Ronai, dated September 30, 2023, we agreed to pay Mr. Ronai his full annual bonus for 2023 at target ($252,000), payable in accordance with our standard bonus schedule in February 2024. This amount is included in the “All Other Compensation” column of the “Summary Compensation Table” below. As previously reported by us, in March and May 2023, Palmetto MolDX issued new billing articles related to the Local Coverage Determination entitled Molecular Testing for Solid Organ Allograft Rejection. The billing article issued in May 2023 (the “Revised Billing Article”), and together with the billing article issued in March 2023 (the “Billing Articles”), impacted Medicare coverage for AlloSure Kidney, AlloSure Heart, AlloMap Heart and AlloSure Lung, and required certain companies, including us, to implement new processes to address the requirements related to Medicare claim submissions. Noridian adopted the Revised Billing Article on August 17, 2023, with a retroactive effective date of March 31, 2023. Addressing the Billing Articles required substantial work from our executive officers and legal teams during 2023 and required us to materially re-prioritization our 2023 corporate objectives during the year. In addition, in 2023, our former Chief Executive Officer and President and our former Chief Legal Officer each resigned from the company, which required other members of our executive team to substantially increase their roles and responsibilities with us during the fourth quarter of 2023. The Compensation and Human Capital Committee determined that Mr. Jain’s individual performance multiplier was 1.0 based on performance managing the Billing Article matters and executive officer transitions discussed above, as well as his service on the Office of the Chief Executive for the fourth quarter of 2023. In considering the individual performance of Mr. Johnson, the Compensation and Human Capital Committee considered his performance managing the Billing Article matters and executive officer transitions discussed above, as well as his service on the Office of the Chief Executive for the fourth quarter of 2023 and determined his individual performance multiplier to be 1.0. Long-Term Incentives Our focus on long-term value creation results in our executive compensation program having a heavy weighting toward equity compensation, which includes stock options, 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 2023, we provided a significant portion of our executives’ target long-term incentives via a mix of stock options, RSUs and PRSUs. Approximately 20% of the value of our equity awards granted in 2023 was in the form of long-term stock options (four-year vesting period), 60% of the value was in the form of long-term RSUs (four-year vesting period) and 20% of the value was in the form of PRSUs with a two-year performance period and time vesting over three years. The Compensation and Human Capital Committee believes this structure is appropriate for us given our current competitive recruiting landscape, our current company size and our current growth trajectory.

  31. 2023 Annual Equity Grants

    2023 Annual Equity Grants A summary of our regular, annual cycle grants for 2023, which were granted on February 1, 2023, is as follows:

  32. 2023 Annual Equity Grants

    | | PRSUs | | RSUs | | Stock Options | | | Named Executive Officer | (#) | ($)(1) | (#) | ($)(2) | (#) | ($)(3) | | Alex Johnson | 37,800 | 591,948 | 85,100 | 1,332,600 | 44,100 | 481,973 | | Abhishek Jain | 37,800 | 591,948 | 85,100 | 1,332,600 | 44,100 | 481,973 | | Reginald Seeto, MBBS | 134,250 | 2,102,355 | 302,000 | 4,729,320 | 156,000 | 1,704,940 | | Abraham Ronai | 37,800 | 591,948 | 85,100 | 1,332,600 | 44,100 | 481,973 |

  33. 2023 Annual Equity Grants

    (1)The PRSUs were granted on February 1, 2023. Amounts set forth in this column generally represent the aggregate grant date fair value of the PRSU awards granted to each listed NEO, computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts paid to or realized by the NEOs. (2)The RSUs were granted on February 1, 2023. Amounts set forth in this column generally represent the aggregate grant date fair value of the RSU awards granted to each listed NEO, computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts paid to or realized by the NEOs. (3)The stock options were granted on February 1, 2023. Amounts set forth in this column reflect the grant date fair value of the option awards, computed in accordance with FASB ASC Topic 718. All of these amounts reflect certain assumptions with respect to the option awards and do not necessarily correspond to the actual value that will be recognized by our NEOs. The actual value, if any, that may be realized from an option award is contingent upon the satisfaction of the conditions to vesting of that award, and upon the excess of the stock price over the exercise price, if any, on the date the option award is exercised. See Note 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed with the SEC on February 28, 2024 for a discussion of the assumptions made in determining the grant date fair value of the stock options. PRSUs In early 2023, our Compensation and Human Capital Committee granted PRSUs to our executive officers. The PRSUs are designed to further reward key executives for the achievement of corporate performance objectives. The PRSUs use two metrics for funding and vesting purposes, which were weighted equally: Total Sales and Adjusted EBITDA (defined as described above). In determining the metrics to be used for the PRSUs, the Compensation and Human Capital Committee chose Total Sales and Adjusted EBITDA because it determined that these were the two most important financial measures for our company to focus on for the 2023-2024 performance period. For each of these two metrics, for purposes of the PRSUs, the Compensation and Human Capital Committee established performance thresholds at the following levels: greater than 50% achievement; 80% or greater achievement; and 100% or greater achievement. The PRSUs are long-term incentives and have a two-year performance period with one year of additional vesting (if performance criteria are achieved, 50% will vest at the end of the two-year performance period and the remaining 50% will vest the following year). RSUs - Vesting The foregoing RSU grants vest over four years in equal annual installments on the anniversary of the date of grant, beginning on the first anniversary of the date of grant, subject to the executive’s continuing service on each vesting date. Stock Options - Vesting One quarter of the foregoing option grants vest on the first anniversary of the date of grant. The balance of the option grants vest monthly over the following three-year period, subject to the executive’s continuing service on each vesting date.

  34. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to, or earned by, our NEOs during 2021, 2022 and 2023.

  35. Summary Compensation Table

    | | Summary Compensation Table | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Alex Johnson President of President and Testing Services | 2023 | 408,281 | 100,000 | 1,924,614 | 481,973 | 174,300 | 8,270 | 3,097,438 | | | 2022 | 384,844 | — | 2,519,355 | 2,657,432 | 161,510 | 1,080 | 5,724,221 | | | 2021 | 332,920 | — | 2,088,681 | 1,162,224 | 382,062 | 1,560 | 3,967,447 | | Abhishek Jain Chief Financial Officer(4) | 2023 | 405,000 | 100,000 | 1,924,614 | 481,973 | 174,300 | 8,820 | 3,094,707 | | | 2022 | 318,917 | — | 904,723 | 1,013,007 | 104,260 | 2,400 | 2,343,307 | | Reginald Seeto, MBBS Former Chief Executive Officer and President(5) | 2023 | 556,813 | — | 6,831,675 | 1,704,940 | — | 1,458,325(6) | 10,551,753 | | | 2022 | 554,175 | — | 6,746,122 | 5,085,439 | 399,614 | 920 | 12,786,270 | | | 2021 | 540,000 | — | 3,866,123 | 1,710,558 | 972,000 | 1,440 | 7,090,121 | | Abraham Ronai Former Chief Administrative & Legal Officer and Secretary(7) | 2023 | 330,992 | — | 4,394,214 | 481,973 | — | 933,801(8) | 6,140,980 | | | 2022 | 384,844 | — | 2,190,694 | 1,936,460 | 181,643 | — | 4,693,641 |

  36. Summary Compensation Table

    (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 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on February 28, 2024. (2)The amounts in this column represent the aggregate fair value of the award computed as of the grant date of each option award in accordance with FASB ASC Topic 718. Our assumptions with respect to the calculation of these values are set forth in Note 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on February 28, 2024. (3)Represents amounts paid as a discretionary bonus to our executive officers, including our NEOs, for their performance in 2023 as compared against the performance goals set in our Equity Plans. (4)In accordance with SEC guidance, compensation information for Abhishek Jain for fiscal year 2021 has not been included in this table because Mr. Jain was not a named executive officer for fiscal year 2021. (5)Dr. Seeto’s employment with us terminated effective November 1, 2023, at which time he began serving as our consultant. (6)All other compensation for Dr. Seeto for the year ended December 31, 2023 includes (i) $1,343,324 in severance payments (inclusive of $620,000 representing Dr. Seeto’s 2023 annual target bonus) pursuant to the Seeto Separation Agreement (as defined below), (ii) $56,278 representing the cost of reimbursement for health insurance coverage under COBRA pursuant to the Seeto Separation Agreement, and (iii) $50,000 in consulting fees paid during 2023 pursuant to the Seeto Consulting Agreement (as defined below). (7)In accordance with SEC guidance, compensation information for Abraham Ronai for fiscal year 2021 has not been included in this table because Mr. Ronai was not a named executive officer for fiscal year 2021. Mr. Ronai’s employment with us terminated effective September 30, 2023, at which time he began serving as our consultant. (8)All other compensation for Mr. Ronai for the year ended December 31, 2023 includes (i) $742,000 in severance payments (inclusive of $252,000 representing Mr. Ronai’s 2023 annual target bonus) pursuant to the Ronai Separation Agreement (as defined below), (ii) $54,114 representing the cost of reimbursement for health insurance coverage under COBRA pursuant to the Ronai Separation Agreement, (iii) $115,000 in consulting fees paid during 2023 pursuant to the Ronai Consulting Agreement (as defined below), and (iv) housing allowance and reimbursement of certain electronics cost provided to Mr. Ronai.

  37. Grants of Plan-Based Awards

    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, 2023. 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.

  38. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of shares of stock or units (#)(7) | All Other Option Awards: Number of Securities Underlying Options (#)(7) | Exercise Price Per Share ($) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | | | Alex Johnson | 2/1/2023(2) | | | | 85,100 | | | $1,332,666 | | | 2/1/2023(3) | 3,780 | 37,800 | 37,800 | | | | $591,948 | | | 2/1/2023(4) | | | | | 44,100 | $15.66 | $481,973 | | Abhishek Jain | 2/1/2023(2) | | | | 85,100 | | | $1,332,666 | | | 2/1/2023(3) | 3,780 | 37,800 | 37,800 | | | | $591,948 | | | 2/1/2023(4) | | | | | 44,100 | $15.66 | $481,973 | | Reginald Seeto, MBBS | 2/1/2023(2)(5) | | | | 302,000 | | | $4,729,320 | | | 2/1/2023(3)(5) | 13,425 | 134,250 | 134,250 | | | | $2,102,355 | | | 2/1/2023(4)(5) | | | | | 156,000 | $15.66 | $1,704,940 | | Abraham Ronai | 2/1/2023(2)(6) | | | | 85,100 | | | $1,332,666 | | | 2/1/2023(3)(6) | 3,780 | 37,800 | 37,800 | | | | $591,948 | | | 2/1/2023(4)(6) | | | | | 44,100 | $15.66 | $481,973 |

  39. Grants of Plan-Based Awards

    (1)Amounts reflect the aggregate grant date fair value of the RSUs and stock option awards, determined in accordance with FASB ASC Topic 718. This amount does not reflect the actual economic value realized by the named executive officer. (2)Vesting of the RSU is subject to the executive’s continued service on the applicable vesting date with the following schedule: 25% of the total number of shares vesting on the one-year anniversary of the grant date, with 25% vesting on each successive grant date anniversary. (3)Represents a grant of a PRSU, which have a two-year performance period with one year of additional vesting. Upon the achievement of certain milestones relating to Revenues and Adjusted EBITDA, 50% will vest at the end of the two-year performance period and the remaining 50% will vest the following year. Grant date fair value reflects the target (and maximum) number of shares subject to the PRSU award, assuming all performance goals and other requirements are met. (4)Vesting of the option is subject to the executive’s continued service on the applicable vesting date with the following schedule: 25% of the total number of shares vesting on the one-year anniversary of the grant date, with 1/48th vesting monthly thereafter. (5)In addition, all unvested equity awards then held by Dr. Seeto will automatically accelerate in full: (a) in the event of Dr. Seeto’s death or disability (as set forth in the Seeto Consulting Agreement), (b) if the Seeto Consulting Agreement term is not renewed, (c) if Dr. Seeto terminates the Seeto Consulting Agreement for “good reason”, or (d) if the Company terminates the Seeto Consulting Agreement without “good cause” (all as defined in the Seeto Consulting Agreement). (6)In addition, all unvested equity awards then held by Mr. Ronai will automatically accelerate in full: (a) in the event of Mr. Ronai’s death or disability (as set forth in the Ronai Consulting Agreement), (b) if the Consulting Agreement term is not renewed, (c) if Mr. Ronai terminates the Ronai Consulting Agreement for “good reason”, or (d) if the Company terminates the Ronai Consulting Agreement without “good cause” (all as defined in the Ronai Consulting Agreement). (7)Certain option and stock awards held by Dr. Seeto and Mr. Ronai were modified at the time of their respective departures during 2023. However, the modifications did not result in an incremental increase to the fair value of the respective awards. As a result, such modifications are not reflected in this Grant of Plan-Based Awards table and no amounts are included in the Summary Compensation Table on account of such modifications.

  40. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents certain information concerning equity awards held by our NEOs as of December 31, 2023.

  41. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)* | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Alex Johnson | 4/18/2018(1) | 2,917 | - | 9.13 | 4/18/2028 | - | - | - | - | | | 6/29/2018(2) | 3,437 | - | 12.24 | 6/29/2028 | - | - | - | - | | | 2/4/2019(3) | 6,667 | - | 27.17 | 2/4/2029 | - | - | - | - | | | 2/3/2020(4) | 10,334 | 333 | 24.35 | 2/3/2030 | - | - | - | - | | | 7/6/2020(5) | 2,135 | 365 | 34.49 | 7/6/2030 | - | - | - | - | | | 2/3/2021(6) | 5,667 | 2,333 | 87.37 | 2/3/2031 | - | - | - | - | | | 7/19/2021(7) | 8,055 | 5,278 | 78.02 | 7/19/2031 | - | - | - | - | | | 2/2/2022(8) | 13,704 | 16,196 | 41.32 | 2/2/2032 | - | - | - | - | | | 8/9/2022(9) | 42,247 | 70,411 | 23.48 | 8/9/2032 | - | - | - | - | | | 2/1/2023(10) | - | 44,100 | 15.66 | 2/1/2033 | - | - | - | - | | | 2/3/2020(11) | - | - | - | - | 2,000 | 24,000 | - | - | | | 7/6/2020(12) | - | - | - | - | 1,250 | 15,000 | - | - | | | 2/3/2021(13) | - | - | - | - | 4,000 | 48,000 | - | - | | | 7/19/2021(14) | - | - | - | - | 6,666 | 79,992 | - | - | | | 2/2/2022(15) | - | - | - | - | 14,925 | 179,100 | - | - | | | 2/2/2022(16) | - | - | - | - | - | - | 9,950 | 119,400 | | | 8/9/2022(17) | - | - | - | - | 36,512 | 438,144 | - | - | | | 2/1/2023(18) | - | - | - | - | 85,100 | 1,021,200 | - | - | | | 2/1/2023(19) | - | - | - | - | - | - | 37,800 | 453,600 | | Abhishek Jain | 4/18/2022(20) | 1,063 | 1,487 | 32.55 | 4/18/2032 | - | - | - | - | | | 5/6/2022(21) | 417 | 583 | 25.78 | 5/6/2032 | - | - | - | - | | | 5/26/2022(22) | 3,958 | 6,042 | 24.07 | 5/26/2032 | - | - | - | - | | | 9/7/2022(23) | 17,396 | 42,604 | 18.47 | 9/7/2032 | - | - | - | - | | | 2/1/2023(10) | - | 44,100 | 15.66 | 2/1/2033 | - | - | - | - | | | 9/10/2021(24) | - | - | - | - | 2,750 | 33,000 | - | - | | | 4/18/2022(25) | - | - | - | - | 1,912 | 22,944 | - | - | | | 5/6/2022(26) | - | - | - | - | 1,500 | 18,000 | - | - | | | 5/26/2022(27) | - | - | - | - | 11,250 | 135,000 | - | - | | | 9/7/2022(28) | - | - | - | - | 16,612 | 199,344 | - | - | | | 2/1/2023(18) | - | - | - | - | 85,100 | 1,021,200 | - | - | | | 2/1/2023(19) | - | - | - | - | - | - | 37,800 | 453,600 | | Reginald Seeto, MBBS (29) | 11/26/2018(30) | 56,048 | - | 27.72 | 11/26/2028 | - | - | - | - | | | 2/4/2019(31) | 14,500 | - | 27.17 | 2/4/2029 | - | - | - | - | | | 2/3/2020(32) | 29,583 | 833 | 24.35 | 2/3/2030 | - | - | - | - | | | 7/6/2020(33) | 17,083 | 2,917 | 34.49 | 7/6/2030 | - | - | - | - | | | 11/2/2020(34) | 14,646 | 4,354 | 47.96 | 11/2/2030 | - | - | - | - | | | 2/3/2021(6) | 20,896 | 8,604 | 87.37 | 2/3/2031 | - | - | - | - | | | 2/2/2022(8) | 38,202 | 45,148 | 41.32 | 2/2/2032 | - | - | - | - | | | 8/9/2022(9) | 64,113 | 106,855 | 23.48 | 8/9/2032 | - | - | - | - | | | 2/1/2023(10) | - | 156,000 | 15.66 | 2/1/2033 | - | - | - | - | | | 2/3/2020(35) | - | - | - | - | 5,000 | 60,000 | - | - | | | 7/6/2020(36) | - | - | - | - | 10,000 | 120,000 | - | - | | | 11/2/2020(37) | - | - | - | - | 1,525 | 18,300 | - | - |

  42. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)* | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | 2/3/2021(38) | - | - | - | - | 14,750 | 177,000 | - | - | | | 2/2/2022(15) | - | - | - | - | 55,012 | 660,144 | - | - | | | 2/2/2022(16) | - | - | - | - | - | - | 36,550 | 438,600 | | | 8/9/2022(17) | - | - | - | - | 62,608 | 751,296 | - | - | | | 2/1/2023(18) | - | - | - | - | 302,000 | 3,624,000 | - | - | | | 2/1/2023(19) | - | - | - | - | - | - | 134,250 | 1,611,000 | | Abraham Ronai (39) | 10/7/2021(40) | 8,125 | 6,875 | 66.33 | 10/7/2031 | - | - | - | - | | | 2/2/2022(8) | 15,996 | 18,904 | 41.32 | 2/2/2032 | - | - | - | - | | | 8/9/2022(9) | 11,676 | 19,460 | 23.48 | 8/9/2032 | - | - | - | - | | | 9/7/2022(23) | 11,250 | 24,750 | 18.47 | 9/7/2032 | - | - | - | - | | | 2/1/2023(10) | - | 44,100 | 15.66 | 2/1/2033 | - | - | - | - | | | 10/7/2021(41) | - | - | - | - | 5,000 | 60,000 | - | - | | | 2/2/2022(15) | - | - | - | - | 14,925 | 179,100 | - | - | | | 2/2/2022(16) | - | - | - | - | - | - | 9,950 | 119,400 | | | 8/9/2022(17) | - | - | - | - | 20,887 | 250,644 | - | - | | | 9/7/2022(27) | - | - | - | - | 9,000 | 108,000 | - | - | | | 2/1/2023(18) | - | - | - | - | 85,100 | 1,021,200 | - | - | | | 2/1/2023(19) | - | - | - | - | - | - | 37,800 | 453,600 | | | 10/1/2023(42) | | | | | 360,000 | 4,320,000 | - | - |

  43. Outstanding Equity Awards at Fiscal Year-End

    *Amounts in this column are calculated by multiplying the number of shares shown as unvested in the prior column by $12.00, the closing price of our common stock on December 29, 2023, as reported on the Nasdaq Global Market. (1)One quarter of the total shares subject to an option for 10,000 shares of common stock vested on April 16, 2019, and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (2)One quarter of the total shares subject to an option for 15,000 shares of common stock vested on April 16, 2019, and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (3)One quarter of the total shares subject to an option for 16,000 shares of common stock vested on January 25, 2020, and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (4)One quarter of the total shares subject to an option for 16,000 shares of common stock vested on January 29, 2021, and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (5)One quarter of the total shares subject to an option for 25,000 shares of common stock vested on July 6, 2021, and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (6)One quarter of the total shares vested on February 3, 2022 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (7)One quarter of the total shares vested on July 19, 2022 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (8)One quarter of the total shares vested on February 2, 2023 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (9)One quarter of the total shares vested on June 16, 2023 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (10)One quarter of the total shares vested on February 1, 2024 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (11)2,000 of the shares subject to this RSU award vested on each of January 29, 2021, January 29, 2022, January 29, 2023 and January 29, 2024. (12)1,250 of the shares subject to this RSU award vested on each of July 6, 2021, July 6, 2022 and July 6, 2023. An additional 1,250 of the shares subject to this RSU award will vest on July 6 2024, subject to executive’s continued employment on each applicable vesting date. (13)2,000 of the shares subject to this RSU award vested on each of February 3, 2022, February 3, 2023 and February 3, 2024. An additional 2,000 of the shares subject to this RSU award will vest on February 3, 2025, subject to executive’s continued employment on each applicable vesting date. (14)3,333 of the shares subject to this RSU award vested on July 19, 2022 and July 19, 2023. An additional 3,333 of the shares subject to this RSU award will vest on each of July 19, 2024 and July 19, 2025, subject to executive’s continued employment on each applicable vesting date. (15)25% of the shares subject to this RSU award vested on each of February 2, 2023 and February 3, 2024. An additional 25% of the shares subject to this RSU award will vest on each of February 3, 2025 and February 3, 2026, subject to executive’s continued employment on each applicable vesting date. (16)The shares subject to this PRSU will have a two-year performance period with one year of additional vesting. Upon the achievement of certain milestones relating to Total Sales and Adjusted EBITDA, 50% of the shares subject to this PRSU vested on February 1, 2024, and the remaining 50% will vest upon the end of the additional one-year vesting period subject to the executive’s continued service. The amounts reported in this table represent the target number of shares subject to the PRSU because the Company’s performance results were not available as of December 31, 2023. (17)33.33% of the shares subject to this RSU award vested on June 16, 2023. An additional 33.33% of the shares subject to this RSU award will vest on each of June 16, 2024 and June 16, 2025, subject to executive’s continued employment on each applicable vesting date. (18)25% of the shares subject to this RSU award vested on February 1, 2024. An additional 25% of the shares subject to this RSU award will vest on each of February 1, 2025, February 1, 2026 and February 1, 2027, subject to executive’s continued employment on each applicable vesting date. (19)The shares subject to this PRSU will have a two-year performance period with one year of additional vesting. Upon the achievement of certain milestones relating to Total Sales and Adjusted EBITDA, 50% of the shares subject to this PRSU will vest upon the determination of performance achievement following the completion of the two-year performance period (on or around February 1, 2025), and the remaining 50% will vest upon the end of the additional one-year vesting period subject to the executive’s continued service. The amounts reported in this table represent the target number of shares subject to the PRSU. (20)One quarter of the total shares vested on April 18, 2023 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (21)One quarter of the total shares vested on May 6, 2023 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (22)One quarter of the total shares vested on May 26, 2023 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (23)One quarter of the total shares vested on September 7, 2023 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (24)1,375 of the shares subject to this RSU award vested on each of September 10, 2022 and September 10, 2023. An additional 1,375 of the shares subject to this RSU award will vest on each of September 10, 2024 and September 10, 2025, subject to executive’s continued employment on each applicable vesting date. (25)25% of the shares subject to this RSU award vested on each of April 18, 2023 and April 18, 2024. An additional 25% of the shares subject to this RSU award will vest on each of April 18, 2025 and April 18, 2026, subject to executive’s continued employment on each applicable vesting date. (26)25% of the shares subject to this RSU award vested on May 6, 2023. An additional 25% of the shares subject to this RSU award will vest on each of May 6, 2024, May 6, 2025 and May 6, 2026, subject to executive’s continued employment on each applicable vesting date. (27)25% of the shares subject to this RSU award vested on May 26, 2023. An additional 25% of the shares subject to this RSU award will vest on each of May 26, 2024, May 26, 2025 and May 26, 2026, subject to executive’s continued employment on each applicable vesting date.

  44. Outstanding Equity Awards at Fiscal Year-End

    (28)25% of the shares subject to this RSU award will vest on each of September 7, 2023, September 7, 2024, September 7, 2025 and September 7, 2026, subject to executive’s continued employment on each applicable vesting date. (29)Dr. Seeto’s employment with us terminated effective November 1, 2023, at which time he began serving as our consultant. With respect to Dr. Seeto, the references to his continued employment in the footnotes to this Outstanding Equity Awards at Fiscal Year-End table refer to his continued service pursuant to the Seeto Consulting Agreement. In addition, all unvested equity awards held by Dr. Seeto will automatically accelerate in full: (a) in the event of Dr. Seeto’s death or disability (as set forth in the Seeto Consulting Agreement), (b) if the Seeto Consulting Agreement term is not renewed, (c) if Dr. Seeto terminates the Seeto Consulting Agreement for “good reason”, or (d) if the Company terminates the Seeto Consulting Agreement without “good cause” (all as defined in the Seeto Consulting Agreement). (30)One quarter of the total shares vested on November 26, 2019, and 1/48th of the shares subject to the option vested each month thereafter, subject to executive’s continued employment on each applicable vesting date. (31)One quarter of the total shares vested on January 25, 2020 and 1/48th of the shares subject to the option vested each month thereafter, subject to executive’s continued employment on each applicable vesting date. (32)One quarter of the total shares vested on January 29, 2021 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (33)One quarter of the total shares vested on July 6, 2021 and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (34)One quarter of the total shares will vest on November 1, 2021, and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (35)5,000 of the shares subject to this RSU award vested on each of January 29, 2021, January 29, 2022, January 29, 2023 and January 29, 2024. (36)10,000 of the shares subject to this RSU award vested on each of July 6, 2021, July 6, 2022 and July 6, 2023. An additional 10,000 of the shares subject to this RSU award will vest on July 6, 2024, subject to executive’s continued employment on each applicable vesting date. (37)1,525 of the shares subject to this RSU award vested on each of November 1, 2021 and November 1, 2022. An additional 1,525 of the shares subject to this RSU award will vest on each of November 1, 2023 and November 1, 2024, subject to executive’s continued employment on each applicable vesting date. (38)7,375 of the shares subject to this RSU award vested on each of February 3, 2022, February 3, 2023 and February 3, 2024. An additional 7,375 of the shares subject to this RSU award will vest on February 3, 2025, subject to executive’s continued employment on each applicable vesting date. (39)Mr. Ronai’s employment with us terminated effective September 30, 2023, at which time he began serving as our consultant. With respect to Mr. Ronai, the references to his continued employment in the footnotes to this Outstanding Equity Awards at Fiscal Year-End table refer to his continued service pursuant to the Ronai Consulting Agreement. In addition, all unvested equity awards held by Mr. Ronai will automatically accelerate in full: (a) in the event of Mr. Ronai’s death or disability (as set forth in the Ronai Consulting Agreement), (b) if the Consulting Agreement term is not renewed, (c) if Mr. Ronai terminates the Ronai Consulting Agreement for “good reason”, or (d) if the Company terminates the Ronai Consulting Agreement without “good cause” (all as defined in the Ronai Consulting Agreement). (40)One quarter of the total shares subject to an option for 15,000 shares of common stock vested on October 6, 2022, and 1/48th of the shares subject to the option vested and will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (41)2,500 of the shares subject to this RSU award vested on each of October 6, 2022 and October 6, 2023. An additional 2,500 of the shares subject to this RSU award will vest on each of October 6, 2024 and October 6, 2025, subject to executive’s continued employment on each applicable vesting date. (42)50% of the shares subject to this RSU award will vest upon the termination of the Ronai Consulting Agreement, except for a termination by Mr. Ronai other than for “good reason” or a termination by the Company for “good cause” (all as defined in the Ronai Consulting Agreement), and the remaining 50% will vest on the earlier of (i) October 1, 2024 and (ii) the termination of the Ronai Consulting Agreement, except for a termination by Mr. Ronai other than for “good reason” or a termination by the Company for “good cause.”

  45. Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table

  46. Employment, Separation and Consulting Agreement and Offer Letter Summaries

    Employment, Separation and Consulting Agreement and Offer Letter Summaries We have entered into employment agreements or offer letters with each of the named executive officers. 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. Alex Johnson In connection with Mr. Johnson’s promotion to our Chief Business Officer, we entered into a promotion letter with Mr. Johnson, dated July 12, 2021. The letter provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment. Effective September 7, 2022, Mr. Johnson transitioned from his role as Chief Business Officer and Head of Testing Services to the role of President of Patient and Testing Services. During fiscal year 2023, Mr. Johnson’s annual base salary was initially $388,125 which was increased to $415,000 effective April 1, 2023. In 2023, he was eligible for a target annual performance bonus of up to 60% of his base salary. On December 1, 2023, in light of the departures of Dr. Seeto and Mr. Ronai, the Company entered into a retention bonus agreement with Mr. Johnson, which provides 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, subject to repayment if Mr. Johnson does not remain an employee of the Company through December 1, 2024, and the remaining 75% will be paid on the first payroll date in December 2024, subject to Mr. Johnson’s continued employment through such payroll date. However, if Mr. Johnson’s employment is terminated by the Company without “cause” or by him for “good reason” (each as defined in the Company’s form of Change of Control and Severance Agreement) on or after January 1, 2024 and prior to December 1, 2024, the retention bonus will be paid in full and the repayment obligation on the first 25% of the retention bonus will be waived in full. 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. In accordance with the promotion letter, Mr. Jain’s annual base salary was increased to $305,000, effective as of May 26, 2022, and he was eligible for a target annual performance bonus of up to 35% of his base salary. In connection with Mr. Jain’s appointment as our Chief Financial Officer, the Compensation and Human Capital Committee approved an increase in Mr. Jain’s annual base salary from $305,000 to $375,000, and an increase in his target annual performance bonus from 35% to 60% of his annual base salary, effective as of September 7, 2022. During fiscal year 2023, Mr. Jain’s annual base salary was initially $375,000, which was increased to $415,000, effective April 1, 2023. In 2023, he was eligible for a target annual performance bonus of up to 60% of his base salary. On December 1, 2023, in light of the departures of Dr. Seeto and Mr. Ronai, the Company entered into a retention bonus agreement with Mr. Jain, which provides 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, subject to repayment if Mr. Jain does not remain an employee of the Company through December 1, 2024, and the remaining 75% will be paid on the first payroll date in December 2024, subject to Mr. Jain’s continued employment through such payroll date. However, if Mr. Jain’s employment is terminated by the Company without “cause” or by him for “good reason” (each as defined in the Company’s form of Change of Control and Severance Agreement) on or after January 1, 2024 and prior to December 1, 2024, the retention bonus will be paid in full and the repayment obligation on the first 25% of the retention bonus will be waived in full. Reginald Seeto, MBBS (former President and Chief Executive Officer) We entered into an offer letter with Dr. Seeto, dated November 16, 2018, under which Dr. Seeto initially served as our President and Chief Business Officer. The agreement provided for “at-will” employment and set forth certain agreed upon terms and conditions of employment. On November 1, 2020, Dr. Seeto was appointed as the Company’s Chief Executive Officer. During fiscal year 2023, Dr. Seeto’s annual base salary was $558,900 which was increased to $620,000 effective April 1, 2023. In 2023, Dr. Seeto was eligible for a target annual performance bonus of up to 100% of his base salary. Dr. Seeto’s employment with us terminated effective November 1, 2023. In connection with Dr. Seeto’s resignation after discussions with the Board of Directors and a mutual decision about his ongoing role, on November 1, 2023, we entered into a separation agreement with Dr. Seeto (the “Seeto Separation Agreement”). Pursuant to the Seeto Separation Agreement, Dr. Seeto released any claims against us, we released claims against Dr. Seeto arising out of his employment with, or separation from, us, and we agreed to (i) pay Dr. Seeto an amount equal to $51,666 per month for 14 months from the date of his separation, payable in accordance with our normal payroll practices, and $620,000, his full annual bonus for 2023 at target, payable in accordance with our standard bonus schedule in February 2024, and (ii) reimburse him for health insurance coverage under COBRA until the earlier of 18 months from his employment separation date or when he becomes eligible for group health insurance coverage through a new employer.

  47. Option Exercises and Stock Vested

    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 2023 and the aggregate value realized upon the vesting and settlement of RSUs. None of our NEOs exercised any stock options during 2023.

  48. Option Exercises and Stock Vested

    | | Stock Awards | | | Name* | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | Alex Johnson | 38,890 | $432,397 | | Abhishek Jain | 12,551 | $104,507 | | Reginald Seeto, MBBS(1) | 74,791 | $873,602 | | Abraham Ronai(2) | 20,919 | $211,799 |

  49. Option Exercises and Stock Vested

    (1)Dr. Seeto’s employment with us terminated effective November 1, 2023, at which time he began serving as our consultant. (2)Mr. Ronai’s employment with us terminated effective September 30, 2023, at which time he began serving as our consultant.

  50. Pension Benefits

    Pension Benefits No pension benefits were paid to any of our NEOs during fiscal 2023.

  51. Potential Payments and Benefits upon Termination or Change of Control for Officers

    Potential Payments and Benefits upon Termination or Change of Control for Officers Alex Johnson Pursuant to Mr. Johnson’s Change of Control and Severance Agreement, effective July 12, 2021, if within two months prior to, or twelve months following a change of control, we or our successor terminate Mr. Johnson’s employment without cause, Mr. Johnson will be entitled to (a) twelve months’ severance based on Mr. Johnson’s annual base salary, (b) acceleration of vesting equal to 100% of any unvested equity awards, (c) a lump sum payment equal to Mr. Johnson’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. Johnson becomes covered under a similar plan of a new employer. Pursuant to the agreement, if we or a successor terminates Mr. Johnson’s employment without cause and such termination occurs outside of a change of control event, Mr. Johnson will be entitled to (a) six months’ severance based on Mr. Johnson’s annual base salary, and (b) six months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Johnson becomes covered under a similar plan of a new employer. Abhishek Jain Pursuant to Mr. Jain’s Change of Control and Severance Agreement, effective September 7, 2022, if within two 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. For purposes of the current or former Change of Control and Severance Agreements with Messrs. Johnson and Jain, “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; •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 he or she owes 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. Reginald Seeto, MBBS (former President and Chief Executive Officer) As noted above, Dr. Seeto’s employment with the Company terminated on November 1, 2023. In connection with such termination and pursuant to the Seeto Separation Agreement, the Company agreed to pay Dr. Seeto (i) an amount equal to $51,666 per month for 14 months from the date of his separation, payable in accordance with our normal payroll practices (equal to $723,324 in the aggregate), (ii) a lump sum payment of $620,000, his full annual bonus for 2023 at target, payable in accordance with our standard bonus schedule in February 2024, and (iii) reimbursement of health insurance coverage under COBRA until the earlier of 18 months from his employment separation date or when he becomes eligible for group health insurance coverage through a new employer (equivalent to $56,278 in the aggregate). Dr. Seeto’s unvested equity awards were not accelerated in connection with his termination of employment but will continue to vest according to the original vesting schedule during his consulting services, and all unvested equity awards then held by Dr. Seeto will automatically accelerate in full: (a) in the event of Dr. Seeto’s death or disability (as set forth in the Seeto Consulting Agreement), (b) if the Seeto Consulting Agreement term is not renewed, (c) if Dr. Seeto terminates the Seeto Consulting Agreement for Good Reason, or (d) if we terminate the Seeto Consulting Agreement without Good Cause. Abraham Ronai (former Chief Administrative & Legal Officer and Secretary) As noted above, Mr. Ronai’s employment with the Company terminated on September 20, 2023. In connection with such termination and pursuant to the Ronai Separation Agreement, the Company agreed to pay Mr. Ronai (i) an amount equal to $35,000 per month for 14 months from the date of his separation, payable in accordance with our normal payroll practices (equal to $490,000 in the aggregate), (ii) a lump sum payment of $252,000, his full annual bonus for 2023 at target, payable in accordance with our standard bonus schedule in February 2024, and (iii) reimbursement of health insurance coverage under COBRA until the earlier of 18 months from his employment separation date or when he becomes eligible for group health insurance coverage through a new employer (equivalent to $54,114 in the aggregate). Mr. Ronai’s unvested equity awards were not accelerated in connection with his termination of employment but will continue to vest according to the original vesting schedule during his consulting services, and all unvested equity awards then held by Mr. Ronai will automatically accelerate in full: (a) in the event of Mr. Ronai’s death or disability (as set forth in the Ronai Consulting Agreement), (b) if the Ronai Consulting Agreement term is not renewed, (c) if Mr. Ronai terminates the Ronai Consulting Agreement for Good Reason, or (d) if we terminate the Ronai Consulting Agreement without Good Cause. The following table estimates the amounts payable to our named executive officers that were serving as such as of the end of December 31, 2023 in the event that a change of control, termination of employment or both occurred on December 31, 2023. The closing price of our common stock on December 29, 2023, as reported on the Nasdaq Global Market, was $12.00 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 named executive officer’s qualifying separation from the Company:

  52. Potential Payments and Benefits upon Termination or Change of Control for Officers

    | | Termination by the Company Without Cause Outside of Change of Control Window | | Termination by the Company Without Cause During Change of Control Window | | | | Name(1)(2) | Cash Payments | Continuation of Benefits | Cash Payments | Continuation of Benefits | Value of Equity Accelerated | | Alex Johnson | $207,500 | $13,209 | $369,010 | $13,209 | $2,378,436 | | Abhishek Jain | $207,500 | — | $311,760 | — | $1,883,088 |

  53. Potential Payments and Benefits upon Termination or Change of Control for Officers

    (1)Excludes Reginald Seeto as his employment terminated with the effective November 1, 2023 and we do not have any agreement with him providing for benefits in the event of a change of control pursuant to the Seeto Consulting Agreement. (2)Excludes Abraham Ronai as his employment terminated with the effective September 30, 2023 and we do not have any agreement with him providing for benefits in the event of a change of control pursuant to the Ronai Consulting Agreement.

  54. Pay Ratio Disclosure

    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 Reginald Seeto, MBBS, our Chief Executive Officer and President (our “CEO”) on October 15, 2023. 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 2023 •The median of the 2023 annual total compensation of all our employees, excluding our CEO, was $139,100; •The 2023 annual total compensation of our CEO for purposes of this pay ratio disclosure was $9,833,514 •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 71 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 CEO) 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 CEO, who were employed by us and our consolidated subsidiaries as of October 15, 2023, whether employed on a full-time, part-time, seasonal or temporary basis. As of October 15, 2023, we had 676 employees. As permitted by the de minimis exception contained in Item 402(u)(4)(ii) of Regulation S-K, we have excluded our 14 employees in Belgium, Germany, Hungary, Italy and Spain, leaving us with a population of 662 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, 2023. After applying our methodology, our median employee was a Sr Dev Ops Developer, 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, 2023. For permanent employees hired during 2023, 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 from our 2023 employee population had actual earnings consisting of base pay, bonus, equity granted and 401(k) match, for 2023 annual total compensation in the amount of $139,100. The 2023 annual total compensation for Dr. Seeto differs from the Summary Compensation Table due to his termination. Dr. Seeto’s compensation for purposes of the pay ratio disclosure has been adjusted as follows: base salary annualized; target bonus payout included; and severance payout, health insurance reimbursement and consulting fees removed for a total of $9,833,514.

  55. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection 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 four 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.

  56. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table (“SCT”) for Mr. Johnson (PEO 1) (b)(1) | CAP to Mr. Johnson (PEO 1) (c)(2) | SCT for Dr. Seeto (PEO 2) (d)(1) | CAP to Dr. Seeto (PEO 2) (e)(2) | SCT for Dr. Maag (PEO 3) (f)(1) | CAP to Dr. Maag (PEO 3) (g)(2) | Average SCT for Non- PEO NEOs (h)(3) | Average CAP to Non-PEO NEOs (i)(2) | TSR (j)(4) | Peer Group TSR (k)(4) | Net Income (in thousands) (l) | Revenue (in thousands) (m)(5) | | 2023 | $3,097,438 | $1,923,573 | $10,551,753 | $6,665,898 | - | - | $4,617,844 | $4,412,835 | $55.63 | $118.87 | ($190,284) | $280,324 | | 2022 | - | - | $12,786,270 | ($648,097) | - | - | $3,784,612 | $118,224 | $52.90 | $113.65 | ($76,613) | $321,793 | | 2021 | - | - | $7,090,121 | ($50,411) | - | - | $2,605,699 | $140,603 | $210.85 | $126.45 | ($30,662) | $296,397 | | 2020 | | - | $5,618,698 | $17,196,016 | $6,400,015 | $32,731,502 | $1,979,508 | $7,956,557 | $335.88 | $126.42 | ($18,714) | $192,194 |

  57. Pay Versus Performance

    (1)The dollar amounts reported in columns (b), (d), and (f) are the amounts of total compensation reported for Mr. Johnson (our Principal Executive Officer since November 1, 2023), Dr. Seeto (Chief Executive Officer and Principal Executive Officer from November 1, 2020 to November 1, 2023) and Dr. Maag (Chief Executive Officer until November 1, 2020) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Summary Compensation Table” on page 64 for additional information. (2)The dollar amounts reported in columns (c), (e), (g), and (i) 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.

  58. Pay Versus Performance

    | 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 Dividends Paid on Equity Awards not Reflected in Fair Value (vi) | Total Equity CAP (c)=(i)+(ii)+ (iii)+(iv) | CAP (d)=(a)- (b)+(c) | | 2023 | PEO 1 | $3,097,438 | $2,406,587 | $1,347,837 | ($55,129) | ($59,986) | - | - | - | $1,232,722 | $1,923,573 | | | PEO 2 | $10,551,753 | $8,536,615 | $4,779,452 | ($136,652) | $7,959 | - | - | - | $4,650,760 | $6,665,898 | | | Non-PEO NEO Avg | $4,617,844 | $3,641,387 | $3,507,837 | ($12,157) | ($59,302) | - | - | - | $3,436,379 | $4,412,835 |

  59. Pay Versus Performance

    (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. (c)The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: (i)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; (ii)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; (iii)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; (iv)for awards that failed to meet vesting conditions in the applicable year, the fair value from the end of prior fiscal year. (v)for awards that failed to meet vesting conditions in the applicable year, the fair value from the end of prior fiscal year; (vi)value of dividend not otherwise captured in the calculation of each Fair Value used to calculate CAP (d)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 (h) 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 64 for additional information. For each of fiscal years in the table, the Non-PEO NEOs were:

  60. Pay Versus Performance

    | 2023 | 2022 | 2021 | 2020 | | Abhishek Jain | Abhishek Jain | Ankur Dhingra | Michael Bell | | Abraham Ronai | Alex Johnson | Alex Johnson | Sasha King | | | Abraham Ronai | Sasha King | Marcel Konrad | | | Ankur Dhingra | Peter Maag, Ph. D. | | | | Sasha King | Marcel Konrad | |

  61. Pay Versus Performance

    (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 2023, consistent with the Total Sales targets used for our short-term incentives (annual bonuses) and long-term incentives (PRSUs). See page 53 of our CD&A for additional information.

  62. Relationship Between the CAP and Performance Measures

    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 53. 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 four most recently completed fiscal years.

  63. Relationship Between the CAP and Performance Measures

    | 2023 Most Important Performance Measures The Compensation and Human Capital Committee uses a mix of performance measures throughout our annual and long-term incentive programs to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for all of our NEOs’ 2023 compensation decisions are listed in the table to the right. The measures in this table are not ranked. | | | | Most Important Performance Measures | | | Revenue | | | Adjusted EBITDA | | | Pipeline |

  64. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table provides information as of December 31, 2023 with respect to shares of our common stock that may be issued under our existing equity compensation plans.

  65. Equity Compensation Plan Information

    | 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) | 8,042,672 | $25.23 | 670,455 | | Equity compensation plans not approved by stockholders(3) | 19,311 | $22.25 | 198,656 | | Total: | 8,061,983 | $25.21 | 869,111 |

  66. Equity Compensation Plan Information

    (1)The weighted average exercise price is calculated based solely on outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price. (2)Includes the following plans: CareDx, Inc. 1998 Equity Incentive Plan, CareDx, Inc. 2008 Equity Incentive Plan, ImmuMetrix 2013 Equity Incentive Plan, the 2014 Plan and the 2014 ESPP. Our 2014 Plan provides that on the first day of each fiscal year beginning in 2015, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) four percent (4.0%) of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year, or (ii) such other amount as may be determined by our Board of Directors. Our 2014 ESPP provides that on the first day of each fiscal year beginning in 2015, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 133,900 shares of common stock, (ii) one and one-half percent (1.5%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (iii) such other amount as may be determined by our Board of Directors. On January 1, 2024, the number of shares available for issuance under our 2014 Plan and our 2014 ESPP increased by 2,060,135 shares and 133,900 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above. (3)Consists of shares available for issuance under the CareDx, Inc. 2016 Inducement Equity Incentive Plan and the CareDx, Inc. 2019 Inducement Equity Incentive Plan.

  67. 2024 Equity Incentive Plan

    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). (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.

  68. 2024 Equity Incentive Plan

    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: 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: (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.

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    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; 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.

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    (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 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 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:

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    (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. 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.

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    (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. (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.

  73. 8.TAX WITHHOLDING

    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 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.

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    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 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.

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    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, 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. 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).

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    (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 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 (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds 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

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    (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 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. (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.

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    (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 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.

  79. 8.TAX WITHHOLDING

    (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 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).

  80. 8.TAX WITHHOLDING

    (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. * * *