DEF 14A of CareDx, Inc., Apr 28, 2025

DEF 14A of CareDx, Inc.

Filed Apr 28, 2025 · FY20240001217234-25-000025

Open on EDGAR

  1. Election of Directors

    Election of Directors Our Board of Directors is currently composed of ten members. In accordance with our amended and restated certificate of incorporation (the “Certificate of Incorporation”), our Board of Directors is currently divided into three classes with staggered three-year terms. At the Annual Meeting, two Class II directors will be elected for a one-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, William A. Hagstrom, is not standing for re-election and will be stepping down from the Board when his current term expires at the Annual Meeting. We would like to thank Mr. Hagstrom for his guidance and valuable contributions during his decade of dedicated service on the Board of Directors.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | 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 (service will conclude in June 2025)) •Director, Intellia Therapeutics (Nasdaq: NTLA) (2019 - Present) •Director, Urogen Pharma (Nasdaq: URGN) (2017 - 2024) •Director, Novotech (2017 - Present) •Director, Tandem Diabetes (Nasdaq: TNDM) (2013 - 2019) •Director, Biocryst (Nasdaq: BCRX) (2013 - 2019) •Director, Five Prime Therapeutics (Nasdaq: FPRX) (2013 - 2018) •Director, Veracyte (Nasdaq: VCYT) (2013 - 2019) •Director, Roka Biosciences (Nasdaq: ROKA) (2014 - 2017) •Director, Quintiles (NYSE: Q) (merged with IQVIA Holdings) (2013 - 2015) | | 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 |

  4. Director Nominees

    Fred E. Cohen, M.D.,

  5. D. Phil

    D. Phil

  6. Independent Director

    Independent Director Age: 68 Independent Director since 2014 Committees: •Technology and Innovation Committee 11

  7. Independent Director

    | 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 Organizations •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 |

  8. R. Bryan

    R. Bryan

  9. Riggsbee

    Riggsbee

  10. Independent Director

    Independent Director Age: 54 Independent Director since 2024 Committees: •Audit & Finance Committee (Chairman) 12

  11. Continuing Directors

    Continuing Directors

  12. Continuing Directors

    | 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 •Chairman, International Vaccine Institute | | Previous Organizations •Vice Chairman, International Centre for Missing & Exploited Children •Chairman, Global Oncology •Director, Center for Disease Dynamics, Economics & Policy Inc. •Director, Gavi, the Vaccine Alliance | | Education •B.S., Rutgers University •B.A., Rutgers University |

  13. Continuing Directors

    George W.

  14. Bickerstaff, III

    Bickerstaff, III

  15. Independent Director

    Independent Director Age: 69 Independent Director since 2014 Committees: •Audit & Finance •Governance & Nominating •Compensation and Human Capital 13

  16. Independent Director

    | 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 |

  17. Independent Director

    Hannah A. Valantine, M.D.

  18. Independent Director

    Independent Director Age: 73 Independent Director since 2021 Committees: •Governance & Nominating Committee •Technology and Innovation Committee (Chairwoman) 14

  19. Independent Director

    | Professional Experience •Vice President, QIAGEN N.V. (NYSE: QGEN) (2019) •Chairman & CEO, N-of-One (2012 - 2019) •Vice President (Clinical Analytics), Optum (part of UnitedHealth Group) (2010 - 2011) •President & COO, Picis (acquired by UnitedHealth Group) (2006 - 2010) •Managing Director (Solutions), Harte-Hanks (2005 - 2006) •CIO & Division Vice President, IBM (NYSE: IBM) (1995 - 2002) •SVP, CIO, Lotus Development (1994 - 1995) | | Key Skills & Qualifications •Relevant Industry Knowledge: Ms. Cournoyer has extensive experience as an executive in the life sciences industry and healthcare technology, including at N- of-One, Optum and Picis. •M&A or Corporate Development Experience: Ms. Cournoyer has led or contributed to two transformative M&A transactions - while CEO at N-of-One, Ms. Cournoyer led the strategic sales process and successful sale to QIAGEN, and while at Picis, she contributed to Picis’ sale to UnitedHealth Group in an executive capacity. •Investment, Finance or Accounting Experience: Ms. Cournoyer managed P&L, raised capital and managed cash operations for different organizations including N-of-One, Picis and IBM, among others. •Risk Management: As a former CIO, Ms. Cournoyer has a deep understanding of IT controls and cyber security. | | Other Boards •Chairman, Spok Holdings (Nasdaq: SPOK) (2022 - Present) •Director, Emerson Hospital (2012 - 2018) •Director, BJ’s Wholesale Club (NYSE: BJ) (2008 - 2011) •Director, GTEC (2003 - 2006) •Director, Lightbridge (Nasdaq: LTBR) (2002 - 2003) •Director, Stride Rite (Nasdaq: LRN) (2001 - 2007) | | Current Organizations •Board of Advisors, Manning School of Business •Member, Madam Chair | | Education •M.A., Northeastern University •B.S., University of Massachusetts Lowell |

  20. Independent Director

    Christine M.

  21. Cournoyer

    Cournoyer

  22. Independent Director

    Independent Director Age: 73 Independent Director since 2019 Committees: •Audit & Finance •Compensation & Human Capital (Chairwoman) 15

  23. Independent Director

    | Professional Experience •CEO, Kyverna Therapeutics (Nasdaq: KYTX) (2022 - 2024) •Executive Chairman, CareDx (Nasdaq: CDNA) (2020 - 2021) •CEO & President, CareDx (Nasdaq: CDNA) (2012 - 2020) •Division President, Novartis Diagnostics AG (NYSE: NVS) (2009 - 2012) •CEO & Country President, Novartis AG, Germany (NYSE: NVS) (2006 - 2008) •CEO & Country President, Novartis AG, Korea (2003 - 2005) •Head of Division (Franchise Infectious Diseases), Novartis AG (2002 - 2003) •Head of Strategy (Pharma Division), Novartis AG (2001 - 2002) •Associate Principal, McKinsey & Company (1994 - 2001) | | Key Skills & Qualifications •Business and Operations Leadership Experience: Dr. Maag’s 20+ years of executive management experience in the pharmaceutical and diagnostic industry including as former CEO of CareDx and as President of Diagnostics qualify him to advise the Board on matters specific to CareDx’s business and strategy. •Risk Management: Dr. Maag has deep expertise in risk management as he has served as a director of multiple healthcare companies, including Novartis, MiroMatrix Medical, and as the former Chairman and CEO of CareDx. •M&A or Corporate Development Experience: Dr. Maag served in positions at Novartis Pharma and Novartis Diagnostics including as Head of Strategy where he was instrumental in the global growth of the organization. During his tenure at CareDx, he has led multiple acquisitions and financial transactions. | | Other Boards •Director, Kyverna Therapeutics (2022 - 2024) •Director, MiroMatrix Medical (2021 - 2023), MiroMatrix was acquired by United Therapeutics (Nasdaq: UTHR) in December 2023 •Director, Phoenix Pharmahandel (2012 - Present) •Director, MolecularMD (2012 - 2020) •Director, Chiron France (2009 - 2012) •Director, Novartis AG, Germany (2006 - 2008) •Director, Zuellig Pharma (2003 - 2005) •Director, Novartis, Korea (2003 - 2005) | | Current Organizations •Director, Personalized Medicine Coalition •Director, BluLake Ventures LLC | | Education •Ph.D., University of Berlin •MSc, University of Heidelberg, University of London |

  24. Independent Director

    Peter K. Maag, Ph.D.

  25. Independent Director

    Independent Director Age: 58 Independent Director since 2024 Committees: •Technology and Innovation Committee 16

  26. Independent Director

    | 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, former Chairman YorLabs (2018 - Present) •Chairman, iRhythm Technologies (Nasdaq: IRTC) (2007 - 2010) •Chairman, Crescendo Biosciences (2007 - 2010) (acquired by Myriad Genetics, Nasdaq: MYGN) •Director, eHealth (Nasdaq: EHTH) (1999 - 2021) •Director, Genomic Health (acquired by Exact Sciences, Nasdaq: EXAS) (2001 - 2007) | | Previous Organizations •Founding Board Member, California Institute for Regenerative Medicine •Board Member, Western Association of Venture Capitalists •Advisory Board Member, Harvard Center for Genetics and Genomics •Advisory Board Member, Berkeley Center for Law and Technology •Advisory Board Member, UCSF Center for Translational and Policy Research on Personalized Medicine •Advisory Board Member, Stanford Distinguished Careers Institute •Trustee, National Childhood Cancer Foundation | | Education •M.B.A., Stanford Graduate School of Business •B.A., Brandeis University |

  27. Michael

    Michael

  28. Goldberg

    Goldberg

  29. Chairman of the Board

    Chairman of the Board

  30. of Directors

    of Directors Age: 67 Independent Director since 2011 17

  31. of Directors

    | Professional Experience •Director, San Francisco Municipal Transportation Agency (2017 - 2020) •President & Member, San Francisco Public Utilities Commission (2010 - 2014) •Vice President, Montgomery Asset Management •Member Covered California Board of Directors •Chairman, California Democratic Party (1996 - 2009) •Senator, California State Senate (1982 - 1994) •Chair, California Assembly Health Committee (1978 - 1994) | | Key Skills & Qualifications •Regulatory and Legal Experience: Mr. Torres’ extensive career in politics and government and background in law qualifies him to advise on regulatory and governance matters. •Relevant Industry Knowledge: As Chair of the California Assembly Health Committee and California Senate Insurance Committee and the Vice Chair of One Legacy, an organ transplant foundation, Mr. Torres has the experience necessary to set strategy for our organization. •ESG: During his tenure in the California state legislature, Mr. Torres worked to provide a voice for his constituents as co-author of the California Clean Water Act and consultant on immigration reform, among other initiatives. | | Current Organization •PFM, Board Member, Member Audit Committee •Lifeguard Health Networks, Member, Board of Directors | | Previous Organizations •Vice Chair Emeritus, California Institute for Regenerative Medicine •Vice Chair, Emeritus, One Legacy, an Organ Transplant Foundation •University of California Regent Emeritus & President Emeritus, University of California Alumni Association •Alumni Regent Designate Emeritus, University of California •Board Member Emeritus, Covered California •Fellow, German Marshal Fund •JFK Teaching Fellow, Harvard University | | Education •J.D., University of California Davis School of Law •B.A. (Government), University of California Santa Cruz |

  32. of Directors

    Arthur A.

  33. Torres

    Torres

  34. Independent Director

    Independent Director Age: 78 Independent Director since 2021 Committees: •Governance & Nominating Committee (Chairman) 18

  35. Independent Director

    | Professional Experience •President and Chief Executive Officer, CareDx, Inc. (2024 - Present) •Vice President, Corporate Development (Pacific Biosciences of California, Inc. (2023 – 2024) •CEO, Apton Biosystem, Inc. (2021 – 2023) •Chief Commercial Officer, Veracyte, Inc. (2011 – 2021) | | Key Skills & Qualifications •Relevant Industry Knowledge: Mr. Hanna has over two decades of experience in the molecular diagnostics and life sciences tools industries. •Business and Operations Leadership Experience: Mr. Hanna previously served as CEO of Apton Biosystems, Inc. where he led the development of a high throughput next-generation sequencing (NGS) platform for liquid biopsy and other clinical applications. The company was acquired by Pacific Biosciences of California, Inc. in August 2023, where he served as Vice President of Corporate Development. Mr. Hanna previously spent ten years at Veracyte, Inc., an oncology diagnostics company in the fields of thyroid, lung, breast, and prostate cancer, where he held numerous roles including Chief Commercial Office and Vice President of Marketing. Prior to Veracyte, Mr. Hanna held leadership roles at Humana and IBM. | | Current Organization •CareDx, Inc. | | Previous Organizations •Pacific Biosciences of California, Inc. •Apton Biosystem, Inc. •Veracyte, Inc. | | Education •M.B.A., University of Miami •B.S. (Political Science), Hampden Sydney College |

  36. Independent Director

    John W.

  37. of CareDx

    of CareDx Age: 45 Director since 2024 19

  38. Non-Continuing Directors

    Non-Continuing Directors

  39. Non-Continuing Directors

    | 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 •Initial 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, MetaSign Dx (2025 - Present) •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 Organization •Advisor, Astoria Biologica •Advisor, Biolytx Pharmaceuticals | | Previous Organizations •Advisor, Convergent Genomics •Advisor, Guardant Health | | Education •B.S., Bob Jones University |

  40. Non-Continuing Directors

    William A.

  41. Hagstrom

    Hagstrom

  42. Independent Director

    Independent Director Age: 67 Independent Director since 2015 Committees: •Compensation & Human Capital Committee 20

  43. 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 in terms of experiences and backgrounds, and our Governance and Nominating Committee considers a broad range of factors in identifying new nominees. In determining nominations of directors, our Governance and Nominating Committee may take into account the benefits of varying viewpoints, industry experience, academic experience, and educational backgrounds. Our Governance and Nominating Committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our Governance and Nominating Committee recommends to our full Board of Directors the director nominees for selection.

  44. Director Compensation

    Director Compensation

  45. 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, 2024 for service on our Board of Directors and its committees.

  46. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3)(4) | Total ($) | | Michael D. Goldberg | 243,340(5) | 349,985 | 150,049 | 743,374 | | George W. Bickerstaff, III | 66,023 | 149,988 | 150,049 | 366,060 | | Fred E. Cohen, M.D., D. Phil | 53,400 | 149,988 | 150,049 | 353,437 | | Grace E. Colón, Ph.D. | 78,331(6) | — | — | 78,331 | | Christine M. Cournoyer | 72,266 | 149,988 | 150,049 | 372,303 | | William A. Hagstrom | 57,033 | 149,988 | 150,049 | 357,070 | | Peter Maag, Ph.D. | 49,993(7) | 149,988 | 150,049 | 350,030 | | R. Bryan Riggsbee | 52,500 | 249,979 | 250,089 | 552,568 | | Arthur A. Torres | 55,000 | 149,988 | 150,049 | 355,037 | | Hannah A. Valantine, M.D. | 57,734 | 149,988 | 150,049 | 357,771 |

  47. 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, 2024 that was filed with the SEC on February 28, 2025. (2)As of December 31, 2024, each of our then-current non-employee directors held the following number of RSUs: Mr. Goldberg: 28,735; Mr. Bickerstaff: 10,570; Dr. Cohen: 10,570; Ms. Cournoyer: 10,570; Mr. Hagstrom: 10,570; Dr. Maag: 13,838; Mr. Riggsbee: 17,414; Mr. Torres: 10,570 and Dr. Valantine: 10,570. (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, 2024 that was filed with the SEC on February 28, 2025. 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, 2024, each of our then-current non-employee directors held options to purchase the following number of shares of common stock: Mr. Goldberg: 105,231; Mr. Bickerstaff: 78,731; Dr. Cohen: 63,731; Ms. Cournoyer: 69,880; Mr. Hagstrom: 84,934; Dr. Maag: 208,751; Mr. Riggsbee: 25,808; Mr. Torres: 55,045 and Dr. Valantine: 54,420. (5)Amount includes (i) $108,152 in fees paid to Mr. Goldberg at a rate of $50,000 per quarter in respect of Mr. Goldberg’s additional efforts and services while serving as a member of the Office of the Chief Executive Officer through July 15, 2024, in accordance with the terms of our outside director compensation policy and (ii) $20,855 representing the portion of Mr. Goldberg’s annual retainer paid in cash and $114,333 representing the aggregate fair value of the restricted stock award granted to Mr. Goldberg in lieu of the remaining portion of his annual cash retainer fee computed as of the grant date of each stock award in accordance with FASB ASC Topic 718. Mr. Goldberg elected to receive such portion of his annual cash retainer fee in the form of restricted shares of our common stock pursuant to our outside director compensation policy. Our assumptions with respect to the calculation of these values are set forth in Note 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the SEC on February 28, 2025. (6)Amount includes a one-time $50,000 cash payment in respect of the potential lost value of unvested options Dr. Colon forfeited in connection with the expiration of her service term. Dr. Colon ceased providing services as a member of our Board of Directors effective June 13, 2024. (7)Amount includes $25,000 representing the portion of Mr. Maag’s annual retainer paid in cash and $24,993 representing the aggregate fair value of the restricted stock award granted to Mr. Maag in lieu of a portion of his annual cash retainer fee computed as of the grant date of each stock award in accordance with FASB ASC Topic 718. Mr. Maag elected to receive such portion of his annual cash retainer fee in the form of restricted shares of our common stock pursuant to our outside director compensation policy. Our assumptions with respect to the calculation of these values are set forth in Note 13 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed with the SEC on February 28, 2025. 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 Equity Incentive Plan (the “2014 Plan”), (ii) the individual’s death, or (iii) a specified number of years following the individual’s separation of service with us, in which case the shares will settle in a number of substantially equal annual installments selected by the individual, on every June 30 starting in the calendar year immediately following the year in which the individual incurs a separation of service. Non-employee directors who elect to defer the settlement of RSU and performance units must make these deferral elections by the end of the calendar year preceding the date of the grant of the stock award (or on such earlier date 31 as specified by us). As of December 31, 2024, 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 $55,944 as of December 31, 2024, and Dr. Maag, who elected to defer the settlement of RSUs with an aggregate value of $5,199,890 as of December 31, 2024. 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. 32

  48. 2024 Equity Incentive Plan

    2024 Equity Incentive Plan

  49. Alignment of the 2024 Plan with the Interests of the Company and Stockholders

    Alignment of the 2024 Plan with the Interests of the Company and Stockholders At our Investor Day in October 2024, we laid out a three-year plan to achieve $500 Million in revenue in 2027 and $100M in adjusted EBITDA. CareDx is a growth company in the biotechnology industry based principally in San Francisco, California. In a highly competitive labor market, we believe equity compensation is important to attract the talent and skills required to achieve our plan. In particular, we use equity as a long-term incentive compensation tool to motivate and reward employees and officers to accomplish our long term plan. To achieve our objective of recruiting the right talent to meet our long term plan, at the Annual Meeting, the Company’s stockholders will be asked to approve an amendment to the 2024 Plan to increase the available shares reserved thereunder by 1,600,000 shares, or approximately 3% of common shares issued and outstanding, subject to adjustment as provided in the 2024 Plan, and an equivalent increase to the number of shares of stock available for grant pursuant to incentive stock options (“ISOs”). The amendment to the 2024 Plan was approved unanimously by the Board of Directors at its meeting on April 23, 2025. No other changes are contemplated by the amendment to the 2024 Plan. The 2024 Plan was originally adopted by our Board of Directors on April 24, 2024 and became effective June 13, 2024, following approval by our stockholders at our 2024 Annual Meeting. The 2024 Plan has been an important factor in attracting, retaining, motivating, and rewarding certain employees, officers, directors and consultants by closely aligning the interests of such individuals with those of our stockholders. We believe the Amendment to the 2024 Plan as proposed aligns the interest of our employees and executive officers with that of stockholders. We also believe that equity compensation is by its very nature performance based. As discussed below, the Board of Directors believes the 2024 Plan is essential to the Company’s continued success as it remains committed to the Company’s historical philosophy of incentivizing employees by tying a significant portion of their compensation to the interests of the Company’s stockholders. As of March 31, 2025, there were 1,683,534 shares available for grant under all equity plans including 1,583,698 shares available for grant under the 2024 Plan. The Company has determined that an increase to the shares reserved under the 2024 Plan by 1,600,000 shares will allow the Company to continue providing meaningful incentives to its service providers under the 2024 Plan. If the stockholders approve this proposal, the amendment to the 2024 Plan will become effective as of the date of stockholder approval. If stockholders do not approve this proposal, the amendment to the 2024 Plan described in this proposal will not take effect. 36

  50. Information on Equity Compensation Plans as of March 31, 2025

    Information on Equity Compensation Plans as of March 31, 2025 As of March 31, 2025, a total of 55,462,730 shares of our common stock were outstanding and the fair market value of our common stock was $17.75 per share based on the closing sale price of our common stock on the Nasdaq Global Market. The following table sets forth information regarding equity awards outstanding under our equity plans as of March 31, 2025 other than the CareDx, Inc. 2014 Employee Stock Purchase Plan (“2014 ESPP”). As of March 31, 2025, 490,040 shares of our common stock remained available for future issuance pursuant to the 2014 ESPP.

  51. Information on Equity Compensation Plans as of March 31, 2025

    | As of March 31, 2025 | Equity Plans(1) | | Total shares underlying outstanding stock options | 2,944,438 | | Weighted average exercise price of outstanding stock options | $21.03 | | Weighted average remaining life of outstanding stock options (in years) | 2.67 | | Total shares underlying outstanding RSUs | 4,715,049 | | Total shares underlying outstanding PRSUs(2) | 579,139 | | Total number of shares remaining available for future awards under our equity plans(1) | 1,683,534 |

  52. Information on Equity Compensation Plans as of March 31, 2025

    _______ (1)Comprised of the 2024 Plan, the CareDx, Inc. 2016 Inducement Equity Incentive Plan and the CareDx, Inc. 2019 Inducement Equity Incentive Plan (collectively, the “Equity Plans”) and excluding the 2014 ESPP. The number of shares remaining available for future grant under the 2024 Plan reflects PRSUs at the target payout even though a lesser or greater number of shares may be or have been issued. Actual shares delivered will be based on the performance results outlined in the specific plan governing the PRSUs. (2)Assumes performance at the target performance level even though a lesser or greater number of shares may be or have been issued. Actual shares delivered will be based on the performance results outlined in the specific plan governing the PRSUs.

  53. Historical Burn Rate

    | Year | Weighted Average Common Stock Outstanding | Time-based Stock Options Granted | Performance- based Stock Options Granted | RSUs Granted and PRSUs Granted at Target | Gross Burn Rate(1) | Expired and Forfeited Options and RSUs | Net Burn Rate(2) | | 2022 | 53,321,625 | 1,864,465 | — | 2,397,369 | 8% | 1,370,332 | 5% | | 2023 | 53,764,705 | 680,788 | — | 4,028,424 | 9% | 1,646,333 | 6% | | 2024 | 52,773,247 | 1,053,285 | — | 3,726,419 | 9% | 816,550 | 8% |

  54. Awards Under the 2024 Plan

    Awards Under the 2024 Plan The 2024 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to our employees and our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards and other forms of awards to our employees, directors and consultants and any of our affiliates’ employees and consultants. Stock Options. ISOs and NSOs will be granted under stock option agreements adopted by the plan administrator. The plan administrator will determine the exercise price for stock options, within the terms and conditions of the 2024 Plan, except the exercise price of a stock option (other than an option assumed or substituted in connection with a corporate transaction) generally will not be less than 100% (or 110% in the case of ISOs granted to a person who owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations, or a ten percent stockholder) of the fair market value of our common stock on the date of grant. Options granted under the 2024 Plan will vest at the rate specified in the stock option agreement as will be determined by the plan administrator. The terms and conditions of separate options need not be identical. No option will be exercisable after the expiration of ten years (or five years in the case of ISOs granted to a ten percent stockholder) or a shorter period specified in the applicable award agreement. Unless otherwise determined by the plan administrator or the terms of an option holder’s stock option agreement, or other written agreement between us and the recipient, provide otherwise, if an option holder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the option holder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws. If an option holder’s service relationship with us or any of our affiliates ceases due to death, or an option holder dies within a certain period following cessation of service, the option holder or a beneficiary may generally exercise any vested options for a period of 12 months following the date of death. If an option holder’s service relationship with us or any of our affiliates ceases due to disability, the option holder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. If a participant is suspended pending investigation of whether their service relationship with us or any of our affiliates shall be terminated for cause, the participant’s rights to exercise an option will be suspended during the investigation period. An option holder may not exercise an option at any time that the issuance of shares upon such exercise would violate applicable law. Unless determined by the Board of Directors or provided otherwise in the option holder’s stock option agreement or other written agreement between an option holder and us, if an option holder’s service relationship with us or any of our affiliates ceases for any reason other than for cause and, at any time during the last thirty days of the applicable post-termination exercise period: (i) the exercise of the option holder’s option would be prohibited solely because the issuance of shares upon such exercise would violate applicable law, (ii) the immediate sale of any shares issued upon such exercise would violate our trading policy or (iii) the plan administrator has suspended exercisability of such option holder’s option pending investigation of whether their service relationship with us or any of our affiliates shall be terminated for cause, then the applicable post-termination exercise period will be extended to the last day of the calendar month that begins after the date the award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period. There is no limitation as to the maximum permitted number of extensions. However, in no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (i) cash, check, bank draft or money order payable to us; (ii) a broker-assisted cashless exercise; (iii) subject to certain conditions, the tender of shares of our common stock previously owned by the option holder; (iv) a net exercise of the option if it is an NSO; or (v) other legal consideration approved by the plan administrator. Unless the plan administrator provides otherwise, options or stock appreciation rights generally will not be transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order. 41 Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by any participant during any calendar year under all of our stock plans or plans of our affiliates may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, is a ten percent stockholder unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant; and (ii) the term of the ISO does not exceed five years from the date of grant. Restricted Stock Unit Awards. Subject to the terms of the 2024 Plan, each restricted stock unit award will have such terms and conditions as determined by the plan administrator. A restricted stock unit award represents a participant’s right to be issued on a future date the number of shares of our common stock that is equal to the number of restricted stock units subject to the award. A participant will not have voting or any other rights as a stockholder of ours with respect to any restricted stock unit award (unless and until shares are actually issued in settlement of a vested restricted stock unit award). A restricted stock unit award will generally be granted in consideration for a participant’s services to us or an affiliate, such that the participant will not be required to make any payment to us (other than such services) with respect to the grant or vesting of the restricted stock unit award, or the issuance of any shares pursuant to the restricted stock unit award. If, at the time of grant, the plan administrator determines that a participant must pay consideration upon the issuance of shares pursuant to a restricted stock unit award, such consideration may be paid in any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of stock (or any combination of our common stock and cash), or in any other form of consideration determined by the plan administrator and set forth in the restricted stock unit award agreement. At the time of grant, the plan administrator may impose such restrictions or conditions on the award of restricted stock units that delay delivery to a date following the vesting of the award in a manner

  55. Awards Under the 2024 Plan

    intended to comply with Section 409A of the Code, as applicable. Additionally, dividends or dividend equivalents may be paid or credited in respect of shares covered by a restricted stock unit award, subject to the same restrictions on transferability and forfeitability as the underlying award with respect to which such dividends or dividend equivalents are granted and subject to such other terms and conditions as determined by the plan administrator and specified in the applicable restricted stock unit award agreement. Except as determined by the plan administrator or otherwise provided in the applicable award agreement, or other written agreement between us and the recipient, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason. Restricted Stock Awards. Restricted stock awards will be granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us or any of our affiliates, or any other form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. The plan administrator will determine the terms and conditions of restricted stock awards, including vesting and forfeiture terms. Dividends or dividend equivalents may be paid or credited with respect to shares subject to a restricted stock award, subject to the same restrictions on transferability and forfeitability as the underlying award with respect to which such dividends or dividend equivalents are granted and subject to such other terms and conditions as determined by the plan administrator and specified in the applicable restricted stock award agreement. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of our common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right. Stock Appreciation Rights. Stock appreciation rights will be granted under stock appreciation right agreements adopted by the plan administrator and denominated in shares of common stock equivalents. The terms of separation stock appreciation rights need not be identical. The plan administrator will determine the purchase price or strike price for a stock appreciation right, which generally will not be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation right granted under the 2024 Plan will vest at the rate specified in the stock appreciation right agreement as will be determined by the plan administrator. Stock appreciation rights may be settled in cash or shares of our common stock (or any combination of our common stock and cash) or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right agreement. The plan administrator will determine the term of stock appreciation rights granted under the 2024 Plan, up to a maximum of 10 years. If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us or any of our affiliates ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation rights for a period of 18 months following the date of death. If a participant’s service relationship with us or any of our affiliates ceases due to disability, the participant may generally exercise any vested stock appreciation rights for a period of 12 months following the cessation of service. In the event of a termination for 42 cause, stock appreciation rights generally terminate upon the termination date. If a participant is suspended pending investigation of whether their service relationship with us or any of our affiliates shall be terminated for cause, the participant’s rights to exercise a stock appreciation right will be suspended during the investigation period. A holder of a stock appreciation right may not exercise a stock appreciation right at any time that the issuance of shares upon such exercise would violate applicable law. Unless determined by the plan administrator or provided otherwise in the stock appreciation right agreement or other written agreement between the participant and us, if a participant’s service relationship with us or any of our affiliates ceases for any reason other than for cause and, at any time during the last thirty days of the applicable post-termination exercise period: (i) the exercise of the participant’s stock appreciation right would be prohibited solely because the issuance of shares upon such exercise would violate applicable law, (ii) the immediate sale of any shares issued upon such exercise would violate our trading policy or (iii) the plan administrator has suspended exercisability of such option holder’s option pending investigation of whether their service relationship with us or any of our affiliates shall be terminated for cause, then the applicable post- termination exercise period will be extended to the last day of the calendar month that begins after the date the award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period. There is no limitation as to the maximum permitted number of extensions. However, in no event may a stock appreciation right be exercised beyond the expiration of its term. Other Stock Awards. The plan administrator will be permitted to grant other awards, based in whole or in part by reference to, or otherwise based on, our common stock, either alone or in addition to other awards. The plan administrator will have the sole and complete discretion to determine the persons to whom and the time or times at which other stock awards will be granted, the number of shares under the other stock award (or cash equivalent), the form of payment (for example, shares of stock, cash or other property) and all other terms and conditions of such awards.

  56. 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 their service as a non-employee director in respect of any fiscal year will count against the annual compensation limits for the fiscal year to which such awards and fees related, regardless of any deferral of such Awards or fees.

  57. Minimum Vesting Conditions

    Minimum Vesting Conditions Subject to the proviso below, awards granted under the 2024 Plan will vest no earlier than the first anniversary of the date on which the award is granted; provided, that the following will not be subject to the foregoing minimum vesting requirement: (i) awards to non-employee directors that vest on earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders, which is at least 50 weeks after the immediately preceding year’s annual meeting; (ii) additional awards the plan administrator may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the 2024 Plan (subject to the 2024 Plan’s adjustment provisions); and (iii) any decision by our Board to provide for accelerated vesting of any award in connection with the termination of a participant’s continuous service in exchange of a release of claims. The foregoing restriction does not apply to the plan administrator’s discretion to provide for accelerated exercisability or vesting of any award in the event of change in control in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such award or substitute a similar award.

  58. Stock Option Grants

    Stock Option Grants Stock options granted under the 2024 Plan may either be ISOs, which satisfy the requirements of Section 422 of the Code, or NSOs, which are not intended to meet such requirements. The U.S. federal income tax treatment for the two types of options differs as follows:

  59. Incentive Stock Options

    Incentive Stock Options No taxable income is recognized by the participant at the time of the grant of an ISO, and no taxable income is recognized for ordinary income tax purposes at the time the ISO is exercised, although taxable income may arise at that time for alternative minimum tax purposes. Unless there is a disqualifying disposition, as described below, the participant will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. A disqualifying disposition occurs if the disposition is less than two years after the date of grant or less than one year after the exercise date. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the participant. Any additional gain or loss recognized upon the disposition will be a capital gain or loss. If the participant makes a disqualifying disposition of the purchased shares, then we will be entitled to an income tax deduction for the taxable year in which such disposition occurs, equal to the amount of ordinary income recognized by the participant as a result of the disposition. We will not be entitled to any income tax deduction if the participant makes a qualifying disposition of the shares.

  60. Non-Statutory Stock Options

    Non-Statutory Stock Options No taxable income is recognized by a participant upon the grant of an NSO. The participant in general will recognize ordinary income, in the year in which the NSO is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the exercised non- statutory stock option.

  61. Stock Awards

    Stock Awards Participants will recognize ordinary income at the time unrestricted stock awards are granted in an amount equal to the excess of (i) the fair market value of the shares on the grant date over (ii) the cash consideration (if any) paid for the shares. No taxable income is recognized at the time restricted stock awards are issued but the participant will have to report as ordinary income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The participant may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the unvested shares are issued an amount equal to the excess of (a) the fair market value of those shares on the issue date over (b) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the participant will not recognize any additional income as and when the shares subsequently vest. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time such ordinary income is recognized by the participant.

  62. 5 YEAR

    5 YEAR In 2024, the Company transitioned three of its most senior management roles, including the role of Chief Executive Officer. The Company appointed Mr. Hanna as its president and Chief Executive Officer effective April 15, 2024, appointed Mr. Kennedy as its Chief Operating Officer effective September 12, 2024, and hired Ms. Meng as its Chief Commercial Officer effective September 12, 2024. Our former Principal Executive Officer, Mr. Johnson assisted with the transition of our senior management, and effective September 13, 2024 terminated his service with the Company. Our Compensation and Human Capital Committee was faced with the task of recruiting, retaining, and incentivizing our leadership team and the compensation decisions for the 2024 fiscal year reflect the successful transition of the Company’s leadership without compromising the Company’s objective of maintaining and ensuring the long-term growth and success of the Company and the best interests of our stockholders. Aligned with our accomplishments in 2024 and continued strong business and company performance as outlined above, we onboarded and continued to incentivize our executive officers through a compensation program that aligns our executives with the best interests of our stockholders by placing an emphasis on pay for performance while balancing retention needs and building share ownership among our executives. Our performance-based incentives aim to strengthen the pay-for-performance relationship and drive fulfillment of key strategic goals. We continue to manage award design, with a goal of delivering value that is aligned with our compensation philosophy and proactively managing our share usage as well as dilution during a period of rapid growth. As we continued to maneuver through a period of rapid growth, we focused on balancing retention needs and building share ownership amongst our executives, including our three most recently hired NEOs, by granting equity awards that were inducements material to securing each of Mr. Hanna, Mr. Kennedy, and Ms. Meng during the fiscal year 2024 as a part of our senior management team. We also granted long- term incentives in fiscal year 2024 in the form of service-based awards of RSUs that vest over a three-year period in order incentivize retention of our high value executives through a period of major transitions in our Company’s leadership team. Results of Fiscal Year 2023 Stockholder Advisory Vote At our 2024 annual meeting of stockholders, our stockholders approved our Say-on-Pay proposal with approximately 96% of the votes in favor of the fiscal year 2023 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 52 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.

  63. 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. 53 The Compensation and Human Capital Committee has responsibility for (i) overseeing our compensation and benefits policies generally and (ii) overseeing, evaluating and approving the compensation plans, policies and programs applicable to our Chief Executive Officer, as well as our other executive officers, including our other NEOs. In carrying out its responsibilities, the Compensation and Human Capital Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops recommendations, makes decisions that it believes advances our philosophy and reviews the performance of our executive officers when making decisions with respect to their compensation. The Compensation and Human Capital Committee conducts reviews of our compensation policies and programs on at least an annual basis to ensure that they enhance stockholder value, align pay and performance, and attract and retain top executive talent. This includes a review of internal pay equity among the executive team. With the assistance of our independent compensation consultant, the Compensation and Human Capital Committee seeks to maintain appropriate base salary, annual bonus and equity compensation plans for our executives. Role of Chief Executive Officer & Management For fiscal year 2024, the Compensation Committee considered executive officer compensation, other than the NEOs who were hired in fiscal year 2024, including our current Chief Executive Officer Mr. Hanna, against the Company’s peer group. Following Mr. Hanna’s hiring, our Compensation and Human Capital Committee reviews recommendations from Mr. Hanna and other data and makes decisions as to total compensation for each executive officer other than Mr. Hanna, as well as each individual compensation component. The Compensation and Human Capital Committee makes the final decisions regarding executive compensation for our Chief Executive Officer. The Compensation and Human Capital Committee does not delegate any of its functions to others in deciding executive compensation. Use of Independent Compensation Consultant Our Compensation and Human Capital Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. Since September 2023, the Compensation and Human Capital Committee has retained Alpine Rewards (“Alpine”) as its independent outside compensation consultant to assist with setting executive compensation and the Company’s broader employee equity strategy. The Compensation and Human Capital Committee has sole authority to retain or replace such independent compensation consultants. The Compensation and Human Capital Committee annually evaluates the compensation consultant’s independence and performance under the Nasdaq Rules. The Compensation and Human Capital Committee believes that working with an independent compensation consultant furthers our objectives to recruit and retain qualified executives, align executive interests with those of stockholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. In 2024, Alpine provided the following services to the Compensation and Human Capital Committee: •Provided consulting services and key insights on executive compensation based on relevant market data throughout the process of recruiting and hiring our three newly-hired NEOs; •Reviewed and recommended adjustments to our peer group; •Conducted an extensive executive compensation assessment; and •Provided other key insights on executive and outside director compensation based on relevant market data. Alpine did not provide any services to us other than the consulting services to the Compensation and Human Capital Committee. The Compensation and Human Capital Committee conducted a review of its relationship with Alpine in 2024 and determined that Alpine’s work for the Compensation and Human Capital Committee did not raise any conflicts of interest. The Compensation and Human Capital Committee determined that Alpine’s work has conformed to the independence factors and guidance provided by the SEC and The Nasdaq Stock Market LLC. Use of a Peer Group With the assistance and recommendations of Alpine, the Compensation and Human Capital Committee has developed a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices with respect to compensation paid in fiscal year 2024. The Compensation and Human Capital Committee approved a peer group for use in making compensation decisions. When selecting appropriate peers, the general criteria used were: •Industry – medical device and commercial bio pharmaceutical companies 54 •Revenues – between $150 million and $800 million •Market Capitalization – between $250 million and $2.3 billion For compensation decisions for fiscal year 2024, the following public companies were selected as our peer group:

  64. 2024 Peer Group

    2024 Peer Group

  65. 2024 Peer Group

    | 10x Genomics, Inc.* | Adaptive Biotechnologies Corp. | Alphatec Spine, Inc.* | AtriCure, Inc.* | | Castle Biosciences, Inc. | Cerus Corporation | Cytek Biosciences, Inc.* | Fulgent Genetics, Inc.* | | Guardant Health, Inc. | iRhythm Technologies, Inc.* | Maravai Lifesciences, Inc.* | Natera, Inc.* | | Myriad Genetics, Inc. | NeoGenomics, Inc. | Pacific Biosciences of California, Inc. | Quanterix Corporation | | Standard Bio Tools, Inc.* | TransMedics Group | Twist Bioscience Corporation | Veracyte, Inc. |

  66. 2024 Peer Group

    *New for 2024. Meridian Bioscience, Inc., Exact Science Corporation, Nanostring Technologies, Inc., Invitae

  67. 2024 Peer Group

    | 10x Genomics, Inc.* | Adaptive Biotechnologies Corp. | Alphatec Spine, Inc.* | AtriCure, Inc.* | | Castle Biosciences, Inc. | Cerus Corporation | Cytek Biosciences, Inc.* | Fulgent Genetics, Inc.* | | Guardant Health, Inc. | iRhythm Technologies, Inc.* | Maravai Lifesciences, Inc.* | Natera, Inc.* | | Myriad Genetics, Inc. | NeoGenomics, Inc. | Pacific Biosciences of California, Inc. | Quanterix Corporation | | Standard Bio Tools, Inc.* | TransMedics Group | Twist Bioscience Corporation | Veracyte, Inc. |

  68. 2024 Peer Group

    Corporation and OraSure Technologies, Inc. were removed for 2024 from the 2023 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. 55

  69. 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 2024 •Cash bonuses, which are based on our financial and strategic goals, and the three metrics used for 2024 cash bonuses were: •Revenues - 40% weighting •Adjusted EBITDA - 40% weighting •Cash - 20% weighting | | Long-Term Incentives | Long-Term | Aligns the interests of management and stockholders and serves as an important retention vehicle; Supports the achievement of strong stock price growth | •Certain NEOs received RSUs in 2024 that vest over three years to encourage employee retention •Because we were in the process of recruiting a new CEO, we did not grant PRSUs to our NEOs in 2024. However, our 2025 compensation incorporates PSRUs with annual equity awards comprising 70% RSUs and 30% PRSUs, with PRSUs eligible to vest based on a two-year performance period with one year of additional vesting thereafter, and based on our revenue goals. •PRSUs granted to certain of our NEOs in 2023 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 •Our three recently hired NEOs also received grants of stock options and RSUs that vest over four years, to encourage employee retention, align their interests with the interests of our stockholders, and reward long- term stock price growth. |

  70. 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 they will perform their responsibilities to the best of their ability and in our best interests. Annual salary decisions are made in recognition of competitive data as well as the skills and experience that each individual brings to CareDx and the performance contributions each makes. Base salary changes in 2024 varied by executive due either to merit increases and/or market adjustments. The increases in 2024 were based on a review of market data from Alpine for similar roles and positions within our compensation peer group and an assessment of the following factors: •Peer group data and external market information; •Individual performance; •The level of responsibility assumed and the nature and complexity of each NEO’s role; •The leadership demonstrated to create and promote a day-to-day working environment; and •The desire to attract, engage and retain NEOs capable of achieving our strategic objectives and the marketability and criticality of retention of NEOs. 57

  71. IV.Pay Components

    The footnotes below describe the changes to base salary during fiscal year 2024. Actual amounts of salary paid to our NEOs are described in the “Summary Compensation Table” below. (1)Mr. Hanna’s employment with us as our Chief Executive Officer commenced effective April 15, 2024. (2)Effective March 24, 2024, Mr. Jain’s annual base salary was increased from $415,000 to $431,600. (3)Mr. Kennedy’s employment with us as our Chief Operating Officer commenced effective September 12, 2024. (4)Ms. Meng’s employment with us as our Chief Commercial Officer commenced effective September 12, 2024. (5)Mr. Novack’s annual base salary did not change during 2024. (6)Effective March 24, 2024, Mr. Johnson’s annual base salary was increased from $415,000 to $431,600. Mr. Johnson’s employment with us terminated effective September 13, 2024, at which time he began serving as our consultant. 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 their 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 2023 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 2024, the Company Factor could range from zero to 200%. For fiscal year 2024, the cash bonus program used three metrics for funding: Revenue (weighted at 40%), Adjusted EBITDA (weighted at 40%), and Cash (weighted at 20%). We define Adjusted EBITDA as non-GAAP net income (loss) before net interest income, income tax expense, depreciation and, other (income) expense. For each of these three metrics, in the first quarter of fiscal year 2024, the Compensation and Human Capital Committee established performance thresholds at the following levels: less than 50% achievement; 100% achievement; and 200% or greater achievement. Therefore, through our cash bonus program, NEOs may earn a significantly higher payout if target performance is exceeded. NEOs also bear the risk of a lower payout if target performance is not achieved, and the risk of no payout for below-threshold results. The Compensation and Human Capital Committee set the Company Factor, for purposes of the bonuses earned for fiscal year 2024, at 200% based on our 2024 achievements in Revenue, Adjusted EBITDA, and Cash, each of which exceeded the 200% target for each metric. The Compensation Committee elected to award all eligible employees at this level. To arrive at each NEO’s earned bonus for fiscal year 2024, the Compensation and Human Capital Committee multiplied the NEO’s eligible earnings, by the NEO’s annual target bonus percentage, by the Company Factor (200%). 58 The annual incentive cash bonuses paid to our NEOs for 2024 were:

  72. IV.Pay Components

    | Named Executive Officer | Eligible Earnings for Purposes of Bonus* | 2024 Annual Target Bonus (% of base) | Company Factor | Individual Performance Multiplier | 2024 Earned Bonus | | John W. Hanna | $480,289 | 100% | 200% | 100% | $960,577 | | Abhishek Jain | $411,169 | 60% | 200% | 100% | $493,403 | | Keith Kennedy | $170,288 | 60% | 200% | 100% | $204,346 | | Jessica Meng | $140,673 | 60% | 200% | 100% | $168,808 | | Jeffrey Novack | $340,000 | 40% | 200% | 100% | $272,000 | | Alexander Johnson(1) | $— | —% | —% | —% | $517,920 |

  73. IV.Pay Components

    | Named Executive Officer | Eligible Earnings for Purposes of Bonus* | 2024 Annual Target Bonus (% of base) | Company Factor | Individual Performance Multiplier | 2024 Earned Bonus | | John W. Hanna | $480,289 | 100% | 200% | 100% | $960,577 | | Abhishek Jain | $411,169 | 60% | 200% | 100% | $493,403 | | Keith Kennedy | $170,288 | 60% | 200% | 100% | $204,346 | | Jessica Meng | $140,673 | 60% | 200% | 100% | $168,808 | | Jeffrey Novack | $340,000 | 40% | 200% | 100% | $272,000 | | Alexander Johnson(1) | $— | —% | —% | —% | $517,920 |

  74. IV.Pay Components

    (1)Pursuant to our separation agreement with Mr. Johnson, dated September 31, 2024, we agreed to pay Mr. Johnson his annual bonus for 2024 at 200% of target ($517,920), payable in accordance with our standard bonus schedule in February 2025. This amount is included in the “All Other Compensation” column of the “Summary Compensation Table” below. Long-Term Incentives Our focus on long-term value creation results in our executive compensation program having a heavy weighting toward equity compensation, which 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 2024, in connection with their commencement of service with the Company, we provided Messrs. Hanna and Kennedy, and Ms. Meng each significant initial long-term incentives via a mix of stock options and RSUs as material inducements to each executive’s agreeing to enter into employment with the Company. In addition, as a part of the normal annual grant cycle, we provided each of Messrs. Jain, Novack, and Johnson a long-term incentive in the form of RSUs. Approximately 46% of the value of the equity awards granted to our NEOs during 2024 was in the form of long-term stock options (four-year vesting period), 32% of the value was in the form of long-term RSUs (four-year vesting period) and 22% of the value was in the form of long-term RSUs (three-year vesting period). The Compensation and Human Capital Committee believes this structure is appropriate for us given our current competitive recruiting landscape and focus on retention, our current company size and our current growth trajectory.

  75. 2024 Annual Equity Grants

    2024 Annual Equity Grants A summary of our regular, annual cycle grants for fiscal year 2024, which were granted on February 1, 2024, is set forth in the table below. During a period of significant transition while we were in the process of recruiting a new CEO, the Compensation and Human Capital Committee determined that awarding RSUs only would be the best retention vehicle for our executive team.

  76. 2024 Annual Equity Grants

    | | RSUs | | | Named Executive Officer(1) | (#) | ($)(2) | | Abhishek Jain | 174,520 | $1,549,738 | | Jeffrey Novack | 66,728 | $592,545 | | Alexander Johnson | 174,520 | $1,549,738 |

  77. 2024 Annual Equity Grants

    (1)This table reflects our regular, annual cycle of grants for fiscal year 2024, which grants were awarded in February 2024 prior to the

  78. 2024 Annual Equity Grants

    | | RSUs | | | Named Executive Officer(1) | (#) | ($)(2) | | Abhishek Jain | 174,520 | $1,549,738 | | Jeffrey Novack | 66,728 | $592,545 | | Alexander Johnson | 174,520 | $1,549,738 |

  79. 2024 Annual Equity Grants

    commencement of Messrs. Hanna’s and Kennedy’s and Ms. Meng’s employment with the Company. Consequently, the special one- time inducement stock options and inducement RSUs granted to each of Messrs. Hanna and Kennedy and Ms. Meng in 2024 at the time of their commencement of service with the Company are not reflected in this table. (2)The RSUs were granted on February 1, 2024. 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. 59 2023 PRSUs Our Compensation and Human Capital Committee did not grant PRSUs to our executive officers in 2024. In early 2023, our Compensation and Human Capital Committee granted PRSUs to our executive officers that include 2023 and 2024 as a performance year. 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. In February 2025, the Compensation and Human Capital Committee determined that the performance criteria for the PRSUs were achieved at 100% of target performance levels, and 50% of the PRSUs vested at the end of the two-year performance period on February 1, 2025 and the remaining 50% will vest on December 31, 2025. RSUs - Vesting The RSUs granted to Messrs. Jain, Novack and Johnson in 2024 vest over three years in equal quarterly installments commencing on the date that is three months after the date of grant, subject to the executive’s continuing service on each vesting date. Inducement Stock Options and Inducement RSUs - Vesting In connection with their appointment as an executive officer, and as provided in the applicable NEO’s offer letter, each of Messrs. Hanna and Kennedy and Ms. Meng was granted, effective as of the executive’s applicable employment commencement date, (i) stock options that vest over four years (25% in a cliff on the one-year anniversary of the date of grant and 1/48th vesting monthly thereafter), and (ii) an award of RSUs that vest over four years in equal annual installments beginning on the one-year anniversary of the date of grant, in each case subject to the NEO’s continued provision of services to the Company on each vesting date, except on certain qualifying terminations of employment as otherwise provided in their respective Change of Control and Severance Agreement as further detailed in “Potential Payments and Benefits upon Termination or Change of Control for Officers”. Policies and Practices Related to the Grant of Certain Equity Awards Following the end of each fiscal year, typically in February, the Compensation and Human Capital Committee reviews the Company’s results and our named executive officers’ performance, and, based on those reviews, grants equity awards to our named executive officers. In certain circumstances, including the hiring of an officer, the Compensation and Human Capital Committee may approve grants to be effective at other times. The Compensation and Human Capital Committee does not take material nonpublic information into account when determining the timing and terms of equity awards granted to non-employee directors or named executive officers. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  80. 2024 Stock Option Award Grants

    2024 Stock Option Award Grants The following table contains information required by Item 402(x)(2) of Regulation S-K about stock option awards to our NEOs in our fiscal year ending December 31, 2024 during the period from four business days before to one business day after the filing of certain Current Reports on Form 8-K on April 16, 2024 and September 12, 2024, disclosing the appointments of Mr. Hanna as Chief Executive Officer and Mr. Kennedy as Chief Operating Officer, respectively. We did not grant any stock option awards to our named executive officers during our most recently completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q or the Company’s Annual Report on Form 10-K. 60

  81. 2024 Stock Option Award Grants

    | Name | Grant Date | Number of Securities Underlying Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award(1) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | John W. Hanna | 4/15/2024 | 700,706 | 8.2 | $4,001,031 | 0.98% | | Keith Kennedy | 9/12/2024 | 100,651 | 29.43 | $2,063,346 | 1.19% | | Jessica Meng | 9/12/2024 | 75,488 | 29.43 | $1,547,504 | 1.19% |

  82. 2024 Stock Option Award Grants

    (1)Amounts reflect the aggregate grant date fair value of the stock option awards, determined in accordance with FASB ASC Topic 718. This amount does not reflect the actual economic value realized by the NEO.

  83. 2025 Annual Equity Grants

    2025 Annual Equity Grants In March 2025, the Compensation and Human Capital Committee approved annual equity grants to our executives, including each of our NEOs, which grants were comprised of 70% RSUs and 30% PRSUs. RSUs vest over a three- year period subject to continued employment through each applicable vesting date, and PRSUs are eligible to become earned and vested over a two-year performance period (including the 2025 and 2026 calendar years as the performance years) with one year of additional vesting of earned PRSUs after the conclusion of such performance period. The PRSUs use revenue as the metric for funding and vesting, which the Compensation and Human Capital Committee determined to be the most important financial measure for the Company to focus on for the 2025-2026 performance period. For purposes of the PRSUs, the Compensation and Human Capital Committee established performance thresholds at the following levels: 50% or greater achievement; 100% or greater achievement; and 200% or greater achievement. Employment- and Service-related Agreements with our NEOs The Company is party to “at will” agreements and Change of Control and Severance Agreements with each of our NEOs other than Mr. Johnson whose employment with the Company terminated effective September, 13, 2024. For a summary of the material terms of each NEO’s employment-related agreements, see “Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table” below. Former President of Patient and Testing Services Separation Agreement and Consulting Agreement Our Compensation and Human Capital Committee determined that, in connection with the departure of Mr. Johnson effective September 13, 2024, it was in our best interests to enter into a separation agreement with Mr. Johnson that provided severance benefits and a consulting agreement that provided the Company with consulting services during a transition period. For a summary of the materials terms of Mr. Johnson’s agreements, see “Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table” below. Welfare and Health Benefits Our NEOs participate in our employee benefit plans on the same terms as all of our other eligible employees. We maintain a tax-qualified Code Section 401(k) defined contribution plan in which all of our employees, including our executive officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service, are entitled to participate. Employees may contribute their own funds on a pre-tax basis. The plan permits us to make matching contributions and we have historically provided employer contributions that match eligible employee contributions (“Employer Matching Contributions”), generally limited to 3% of the compensation (up to a maximum matching contribution of $5,000 per year) that can be taken into account for this purpose under federal law. On January 1, 2018, we began to make contributions to the employee plan. Employer matching contributions vest according to a four-year graded plan at a rate of 25% per year with employees being fully vested in Employer Matching Contributions after completing four years of service. In addition, we provide health care, dental, vision and life insurance, an employee assistance plan and both short- term and long-term disability and accidental death and dismemberment benefits to all full-time employees. These benefits are subject to applicable laws and at benefit levels that we believe are generally consistent with the benefits of companies with which we compete for talent. 61 Limited Perquisites In 2024, the Company provided certain limited perquisites to our NEOs, which included electronic allowances and gym allowances. Hedging and Pledging Prohibitions Our insider trading policy prohibits our directors, officers (including our executive officers), employees and agents, as well as their immediate family members, from engaging in short sales of our securities and from engaging in transactions in publicly-traded options and other derivative securities with respect to our securities. This prohibition extends to any hedging or similar transactions designed to decrease the risks associated with holding our securities. Our insider trading policy also restricts certain individuals, including our directors and executive officers, from pledging our securities as collateral for loans absent pre-clearance and the satisfaction of other conditions. Accounting and Tax Considerations The Company accounts for equity-based compensation paid to employees under FASB ASC Topic 718, which requires the Company to estimate and record an expense over the service period of an equity award. Thus, the Company may record an expense in one year for awards granted in earlier years. Accounting rules also require the recording of cash compensation as an expense at the time the obligation is accrued. Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows public companies a tax deduction for federal income tax purposes of compensation in excess of $1 million paid to their chief executive officer, the chief financial officer and three other most highly-compensated executive officers in any taxable year. In making compensation decisions, the Compensation and Human Capital Committee considered the potential effects of Section 162(m) on the compensation paid our executive officers who are subject to the deduction limit (the “covered executives”). The exemption from Section 162(m)’s deduction limit for performance-based compensation was generally repealed for taxable years beginning after December 31, 2017, such that compensation paid to our covered executives in excess of $1 million will generally not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. To maintain flexibility in compensating the NEOs in a manner designed to promote varying corporate goals, the Compensation and Human Capital Committee has not adopted a policy that all compensation payable to the covered executives must be deductible for federal income tax purposes. Accordingly, while the Compensation and Human Capital Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation and Human Capital Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. In addition to considering the tax consequences, the Compensation and Human Capital Committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.

  84. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to, or earned by, our NEOs during fiscal years 2022, 2023 and 2024.

  85. Summary Compensation Table

    | Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | John W. Hanna President and Chief Executive Officer(5) | 2024 | 454,327 | — | 3,999,993 | 4,001,031 | 960,577 | 8,401 | 9,424,329 | | Abhishek Jain Chief Financial Officer | 2024 | 411,169 | 300,000 | 1,549,738 | — | 493,403 | 8,400 | 2,762,710 | | | 2023 | 405,000 | 100,000 | 1,924,614 | 481,973 | 174,300 | 8,820 | 3,094,707 | | | 2022 | 318,917 | — | 904,723 | 1,013,007 | 104,260 | 2,400 | 2,343,307 | | Keith Kennedy Chief Operating Officer(5) | 2024 | 148,173 | — | 2,063,072 | 2,063,346 | 204,346 | 33,278(6) | 4,512,215 | | Jessica Meng Chief Commercial Officer(5) | 2024 | 122,404 | — | 1,547,312 | 1,547,504 | 168,808 | 6,500 | 3,392,528 | | Jeffrey Novack General Counsel and Secretary(5) | 2024 | 326,923 | 75,000 | 592,545 | — | 272,000 | 10,376(7) | 1,276,844 | | Alexander Johnson Former President of Patient and Testing Services(8) | 2024 | 335,276 | — | 1,549,738 | — | — | 1,052,557(9) | 2,937,571 | | | 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 |

  86. Summary Compensation Table

    (1)The amounts reported in this column for Messrs. Jain and Novack for the year ended December 31, 2024 represents the amount of the

  87. Summary Compensation Table

    | Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | John W. Hanna President and Chief Executive Officer(5) | 2024 | 454,327 | — | 3,999,993 | 4,001,031 | 960,577 | 8,401 | 9,424,329 | | Abhishek Jain Chief Financial Officer | 2024 | 411,169 | 300,000 | 1,549,738 | — | 493,403 | 8,400 | 2,762,710 | | | 2023 | 405,000 | 100,000 | 1,924,614 | 481,973 | 174,300 | 8,820 | 3,094,707 | | | 2022 | 318,917 | — | 904,723 | 1,013,007 | 104,260 | 2,400 | 2,343,307 | | Keith Kennedy Chief Operating Officer(5) | 2024 | 148,173 | — | 2,063,072 | 2,063,346 | 204,346 | 33,278(6) | 4,512,215 | | Jessica Meng Chief Commercial Officer(5) | 2024 | 122,404 | — | 1,547,312 | 1,547,504 | 168,808 | 6,500 | 3,392,528 | | Jeffrey Novack General Counsel and Secretary(5) | 2024 | 326,923 | 75,000 | 592,545 | — | 272,000 | 10,376(7) | 1,276,844 | | Alexander Johnson Former President of Patient and Testing Services(8) | 2024 | 335,276 | — | 1,549,738 | — | — | 1,052,557(9) | 2,937,571 | | | 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 |

  88. Summary Compensation Table

    retention bonus paid to each executive pursuant to the terms of their respective retention bonus agreement. (2)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, 2024 that was filed with the SEC on February 28, 2025. (3)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, 2024 that was filed with the SEC on February 28, 2025. (4)Represents amounts paid as a discretionary bonus to our executive officers pursuant to our annual cash bonus programs, including our NEOs, for their performance in 2024 as compared against the performance goals set in respect of the 2024 performance period. The amounts reported in this column for each of Messrs. Hanna and Kennedy, and Ms. Meng are prorated for the portion of the year each executive provided services to the Company. (5)In accordance with SEC guidance, compensation information for Messrs. Hanna, Kennedy and Novack, and Ms. Meng, for fiscal years 2022 and 2023 have not been included in this table because each such NEO was not a named executive officer for fiscal years 2022 and 2023. (6)All other compensation for Mr. Kennedy for the year ended December 31, 2024 includes: (i) $3,096 in employer matching contributions under our 401(k) plan and (ii) $11,592 for Company-paid health insurance coverage. Additionally, as Mr. Kennedy works remotely and is based in Utah, in order to facilitate Mr. Kennedy being available to work at our corporate offices on an as-needed basis, we agreed to reimburse the cost for Mr. Kennedy to maintain an apartment in San Francisco for up to $7,500 per month. In 2024, we reimbursed Mr. Kennedy $18,590 for the direct cost of an apartment in lieu of hotels, which is included in his all other compensation amount. (7)All other compensation for Mr. Novack for the year ended December 31, 2024 includes: (i) $2,400 in payments in respect of a medical waiver allowance, (ii) $6,000 in employer matching contributions under our 401(k) plan and (iii) $1,976 in payments in respect to gym and electronics allowances. (8)Mr. Johnson’s employment with us terminated effective September 13, 2024, and a consulting agreement was subsequently put in place. (9)All other compensation for Mr. Johnson for the year ended December 31, 2024 includes (i) $421 in respect to a gym allowance, (ii) $675 in respect to a phone allowance, and (iii) $1,051,461 in severance paid and payable to Mr. Johnson pursuant to the terms of the Johnson Separation Agreement (as defined below), including: (a) $215,800 in base salary severance, (b) $517,920 representing 200% of Mr. Johnson’s 2024 annual target bonus, (c) $17,741 representing the cost of reimbursement for health insurance coverage under COBRA pursuant to the Johnson Separation Agreement, and (d) $300,000 representing the amount of the unpaid portion of the retention bonus. 63

  89. 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, 2024. 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.

  90. Grants of Plan-Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of shares of stock or units (#)(6) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price Per Share | Grant Date Fair Value of Stock and Option Awards (1) | | John W. Hanna | 4/15/2024(2)(4) | 487,804 | — | — | $3,999,993 | | | 4/15/2024(3)(4) | — | 700,706 | $8.20 | $4,001,031 | | Abhishek Jain | 2/1/2024(5) | 174,520 | — | — | $1,549,738 | | Keith Kennedy | 9/12/2024(2)(4) | 70,101 | — | — | $2,063,072 | | | 9/12/2024(3)(4) | — | 100,651 | $29.43 | $2,063,346 | | Jessica Meng | 9/12/2024(2)(4) | 52,576 | — | — | $1,547,312 | | | 9/12/2024(3)(4) | — | 75,488 | $29.43 | $1,547,504 | | Jeffrey Novack | 2/1/2024(5) | 66,728 | — | — | $592,545 | | Alexander Johnson | 2/1/2024(5) | 174,520 | — | — | $1,549,738 |

  91. 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

  92. Grants of Plan-Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of shares of stock or units (#)(6) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price Per Share | Grant Date Fair Value of Stock and Option Awards (1) | | John W. Hanna | 4/15/2024(2)(4) | 487,804 | — | — | $3,999,993 | | | 4/15/2024(3)(4) | — | 700,706 | $8.20 | $4,001,031 | | Abhishek Jain | 2/1/2024(5) | 174,520 | — | — | $1,549,738 | | Keith Kennedy | 9/12/2024(2)(4) | 70,101 | — | — | $2,063,072 | | | 9/12/2024(3)(4) | — | 100,651 | $29.43 | $2,063,346 | | Jessica Meng | 9/12/2024(2)(4) | 52,576 | — | — | $1,547,312 | | | 9/12/2024(3)(4) | — | 75,488 | $29.43 | $1,547,504 | | Jeffrey Novack | 2/1/2024(5) | 66,728 | — | — | $592,545 | | Alexander Johnson | 2/1/2024(5) | 174,520 | — | — | $1,549,738 |

  93. Grants of Plan-Based Awards

    Topic 718. This amount does not reflect the actual economic value realized by the NEO. (2)Vesting of the RSU is subject to the executive’s continued service on the applicable vesting date with the following schedule: 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)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. (4)The RSU and stock option awards granted during 2024 to Messrs. Hanna and Kennedy and Ms. Meng were granted outside of the 2024 Plan as inducement awards (as further described in “Narrative Disclosure to Summary Compensation Table and Grants of Plan- Based Awards Table”) material to each of Messrs. Hanna and Kennedy and Ms. Meng agreeing to enter into employment with the Company. (5)Vesting of the RSU is subject to the executive’s continued service on the applicable vesting date with the following schedule: 1/12th of the total number of shares vesting on May 1, 2024, with 1/12th of the shares vesting quarterly thereafter. (6)Certain option and stock awards held by Mr. Johnson were modified upon termination of employment during 2024. 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. 64

  94. 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, 2024.

  95. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)* | | John W. Hanna | 4/15/2024(1) | — | 700,706 | 8.20 | 4/15/2034 | — | — | | | 4/15/2024(2) | — | — | — | — | 487,804 | 10,443,884 | | Abhishek Jain | 4/18/2022(3) | 1,700 | 850 | 32.55 | 4/18/2032 | — | — | | | 5/6/2022(4) | 667 | 333 | 25.78 | 5/6/2032 | — | — | | | 5/26/2022(5) | 6,458 | 3,542 | 24.07 | 5/26/2032 | — | — | | | 9/7/2022(6) | 32,396 | 27,604 | 18.47 | 9/7/2032 | — | — | | | 2/1/2023(7) | 20,212 | 23,888 | 15.66 | 2/1/2033 | — | — | | | 9/10/2021(8) | — | — | — | — | 1,375 | 29,439 | | | 4/18/2022(9) | — | — | — | — | 1,275 | 27,298 | | | 5/6/2022(10) | — | — | — | — | 1,000 | 21,410 | | | 5/26/2022(11) | — | — | — | — | 7,500 | 160,575 | | | 9/7/2022(12) | — | — | — | — | 11,074 | 237,094 | | | 2/1/2023(13) | — | — | — | — | 63,825 | 1,366,493 | | | 2/1/2023(14) | — | — | — | — | 37,800 | 809,298 | | | 2/1/2024(15) | — | — | — | — | 130,890 | 2,802,355 | | Keith Kennedy | 9/12/2024(16) | — | 100,651 | 29.43 | 9/12/2034 | — | — | | | 9/12/2024(17) | — | — | — | — | 70,101 | 1,500,862 | | Jessica Meng | 9/12/2024(16) | — | 75,488 | 29.43 | 9/12/2034 | — | — | | | 9/12/2024(17) | — | — | — | — | 52,576 | 1,125,652 | | Jeffrey Novack | 4/6/2022(18) | 1,433 | 717 | 37.25 | 4/6/2032 | — | — | | | 8/6/2022(19) | 1,441 | 944 | 26.29 | 8/6/2032 | — | — | | | 11/6/2021(20) | — | — | — | — | 1,250 | 26,763 | | | 4/6/2022(21) | — | — | — | — | 3,575 | 76,541 | | | 8/6/2022(22) | — | — | — | — | 533 | 11,412 | | | 11/7/2022(23) | — | — | — | — | 5,827 | 124,756 | | | 4/6/2023(24) | — | — | — | — | 5,625 | 120,431 | | | 6/6/2023(25) | — | — | — | — | 5,000 | 107,050 | | | 7/6/2023(26) | — | — | — | — | 7,500 | 160,575 | | | 2/1/2024(15) | — | — | — | — | 50,046 | 1,071,485 | | Alexander Johnson(27) | 4/18/2018(28) | 2,917 | — | 9.13 | 4/18/2028 | — | — | | | 6/29/2018(29) | 3,437 | — | 12.24 | 6/29/2028 | — | — | | | 2/4/2019(30) | 6,667 | — | 27.17 | 2/4/2029 | — | — | | | 2/3/2020(31) | 10,667 | — | 24.35 | 2/3/2030 | — | — | | | 7/6/2020(32) | 2,500 | — | 34.49 | 7/6/2030 | — | — | | | 2/3/2021(33) | 7,667 | 333 | 87.37 | 2/3/2031 | — | — | | | 7/19/2021(34) | 11,839 | 1,944 | 78.02 | 7/19/2031 | — | — | | | 2/2/2022(35) | 21,179 | 8,721 | 41.32 | 2/2/2032 | — | — | | | 8/9/2022(36) | 9,388 | 42,247 | 23.48 | 8/9/2032 | — | — | | | 2/1/2023(7) | 20,212 | 23,888 | 15.66 | 2/1/2033 | — | — | | | 2/3/2021(37) | — | — | — | — | 2,000 | 42,820 | | | 7/19/2021(38) | — | — | — | — | 3,333 | 71,360 | | | 2/2/2022(39) | — | — | — | — | 14,925 | 319,544 | | | 8/9/2022(40) | — | — | — | — | 18,256 | 390,861 | | | 2/1/2023(13) | — | — | — | — | 63,825 | 1,366,493 | | | 2/1/2023(14) | — | — | — | — | 37,800 | 809,298 | | | 2/1/2024(15) | — | — | — | — | 130,890 | 2,802,355 |

  96. Outstanding Equity Awards at Fiscal Year-End

    65 *Amounts in this column are calculated by multiplying the number of shares shown as unvested in the prior column by $21.41, the closing price of our common stock on December 31, 2024, as reported on the Nasdaq Global Market. (1)25% of the total shares subject to the option will vest on April 15, 2025, and 1/48th of the shares subject to the option will vest each month thereafter, subject to executive’s continued employment on each applicable vesting date. (2)25% of the total shares subject to this inducement RSU award will vest on each of April 15, 2025, April 15, 2026, April 15, 2027 and April 15, 2028. For further details regarding the inducement RSU award, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.” (3)25% 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. (4)25% 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. (5)25% 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. (6)25% 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. (7)25% 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. (8)25% of the shares subject to this RSU award vested on each of September 10, 2022, September 10, 2023 and September 10, 2024. The remaining 25% of the shares subject to this RSU award will vest on September 10, 2025, subject to executive’s continued employment on each applicable vesting date. (9)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. (10)25% of the shares subject to this RSU award vested on each of May 6, 2023 and May 6, 2024. An additional 25% of the shares subject to this RSU award will vest on each of May 6, 2025 and May 6, 2026, subject to executive’s continued employment on each applicable vesting date. (11)25% of the shares subject to this RSU award vested on each of May 26, 2023 and May 26, 2024. An additional 25% of the shares subject to this RSU award will vest on each of May 26, 2025 and May 26, 2026, subject to executive’s continued employment on each applicable vesting date. (12)25% of the shares subject to this RSU award vested on each of September 7, 2023 and September 7, 2024. An additional 25% of the shares subject to this RSU award will vest on each of September 7, 2025 and September 7, 2026, subject to executive’s continued employment on each applicable vesting date. (13)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. (14)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 upon the determination of performance achievement following the completion of the two-year performance period (effective February 1, 2025), and the remaining 50% will vest on December 31, 2025 subject to the executive’s continued service. The amounts reported in this table represent the number of shares subject to the PRSU based on the Company’s performance results at 100% of target levels. (15)1/12th of the shares subject to this RSU award vested on May 1, 2024 and 1/12th of the shares subject to the option vested and will vest quarterly thereafter, subject to executive’s continued employment on each applicable vesting date. (16)25% of the total shares subject to the option will vest on September 12, 2025, and 1/48th of the shares subject to the option will vest monthly thereafter, subject to executive’s continued employment on each applicable vesting date. (17)25% of the total shares subject to this RSU award will vest on each of September 12, 2025, September 12, 2026, September 12, 2027 and September 12, 2028. For further details regarding the inducement RSU award, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.” (18)25% of the total shares vested on April 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. (19)25% of the total shares vested on August 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. (20)25% of the shares subject to this RSU award vested on each of November 6, 2022, November 6, 2023 and November 6, 2024. The remaining 25% of the shares subject to this RSU award will vest on November 6, 2025, subject to executive’s continued employment on each applicable vesting date. (21)25% of the shares subject to this RSU award vested on each of April 6, 2023 and April 6, 2024. An additional 25% of the shares subject to this RSU award will vest on each of April 6, 2025 and April 6, 2026, subject to executive’s continued employment on each applicable vesting date. (22)25% of the shares subject to this RSU award vested on each of August 6, 2023 and August 6, 2024. An additional 25% of the shares subject to this RSU award will vest on each of August 6, 2025 and August 6, 2026, subject to executive’s continued employment on each applicable vesting date. (23)25% of the shares subject to this RSU award vested on each of November 7, 2023 and November 7, 2024. An additional 25% of the shares subject to this RSU award will vest on each of November 7, 2025 and November 7, 2026, subject to executive’s continued employment on each applicable vesting date. (24)25% of the shares subject to this RSU award vested on April 6, 2024. An additional 25% of the shares subject to this RSU award will vest on each of April 6, 2025, April 6, 2026 and April 6, 2027, subject to executive’s continued employment on each applicable vesting date. (25)50% of the shares subject to this RSU award vested on June 6, 2024 and 50% will vest on June 6, 2025, subject to executive’s continued employment on each applicable vesting date. (26)25% of the shares subject to this RSU award vested on July 6, 2024. An additional 25% of the shares subject to this RSU award will vest on each of July 6, 2025, July 6, 2026 and July 6, 2027, subject to executive’s continued employment on each applicable vesting date. 66 (27)Mr. Johnson’s employment with us terminated effective September 13, 2024, at which time we entered into a consulting agreement. With respect to Mr. Johnson, the references to continued employment in the footnotes to this Outstanding Equity Awards at Fiscal Year-End table refer to continued service pursuant to the Johnson Consulting Agreement. (28)25% of the total shares subject to the option vested on April 16, 2019, and 1/48th of the shares subject to the option vested each month thereafter.

  97. Outstanding Equity Awards at Fiscal Year-End

    (29)25% of the total shares subject to the option vested on April 16, 2019, and 1/48th of the shares subject to the option vested each month thereafter. (30)25% of the total shares subject to the option vested on January 25, 2020, and 1/48th of the shares subject to the option vested each month thereafter. (31)25% of the total shares subject to the option vested on January 29, 2021, and 1/48th of the shares subject to the option vested each month thereafter. (32)25% of the total shares subject to the option vested on July 6, 2021, and 1/48th of the shares subject to the option vested each month thereafter. (33)25% of the total shares subject to the option 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. (34)25% of the total shares subject to the option 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. (35)25% of the total shares subject to the option 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. (36)25% of the total shares subject to the option vested on August 9, 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. (37)25% of the shares subject to this RSU award vested on each of February 3, 2022, February 3, 2023, February 3, 2024 and February 3, 2025. (38)25% of the shares subject to this RSU award vested on July 19, 2022, July 19, 2023 and July 19, 2024. An additional 25% of the shares subject to this RSU award will vest on July 19, 2025, subject to executive’s continued employment through such vesting date. (39)25% of the shares subject to this RSU award vested on each of February 2, 2023 and February 2, 2024 and February 2, 2025. An additional 25% of the shares subject to this RSU award will vest on February 2, 2026, subject to executive’s continued employment through such vesting date. (40)33.33% of the shares subject to this RSU award vested on August 9, 2023 and August 9, 2024. An additional 33.33% of the shares subject to this RSU award will vest August 9, 2025, subject to executive’s continued employment through such vesting date.

  98. 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

  99. 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 fiscal year 2024 and the aggregate value realized upon the vesting and settlement of RSUs and upon the exercise of stock options during fiscal year 2024 and the aggregate value realized upon the exercise of stock options.. 69

  100. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name* | Number of Shares Acquired on Vesting (#) | Value Realized on Exercise | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | Abhishek Jain | — | $— | 76,705 | $1,254,265 | | Jeffrey Novack | — | $— | 32,542 | $563,591 | | Alexander Johnson | 61,023 | $578,727 | 99,903 | $1,429,621 |

  101. Option Exercises and Stock Vested

    *Messrs. Hanna and Kennedy and Ms. Meng do not hold any option awards or stock awards that vested or settled during fiscal year 2024

  102. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name* | Number of Shares Acquired on Vesting (#) | Value Realized on Exercise | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | Abhishek Jain | — | $— | 76,705 | $1,254,265 | | Jeffrey Novack | — | $— | 32,542 | $563,591 | | Alexander Johnson | 61,023 | $578,727 | 99,903 | $1,429,621 |

  103. Option Exercises and Stock Vested

    so these NEOs have not been included in the table.

  104. Pension Benefits

    Pension Benefits No pension benefits were paid to any of our NEOs during fiscal year 2024.

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

    Potential Payments and Benefits upon Termination or Change of Control for Officers John W. Hanna Pursuant to Mr. Hanna’s Change of Control and Severance Agreement, effective March 21, 2024, if within two months prior to, or twelve months following a change of control, we or our successor terminate Mr. Hanna’s employment without cause, Mr. Hanna will be entitled to (a) a lump sum payment equal to eighteen months of Mr. Hanna’s annual base salary (at the greater of the rate in effect immediately prior to the change of control or the rate in effect immediately prior to the date of such termination), (b) acceleration of vesting equal to 100% of any unvested equity awards (with any performance criteria being deemed achieved at target levels for the relevant performance period(s)), (c) a lump sum payment equal to 150% of Mr. Hanna’s annual bonus (equal to the greater of target bonus in effect for the fiscal year in which the change of control occurs or the target bonus in effect for the fiscal year in which the termination occurs) and (d) 18 months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Hanna becomes covered under a similar plan of a new employer. Pursuant to the agreement, if we or a successor terminates Mr. Hanna’s employment without cause and such termination occurs outside of a change of control event, Mr. Hanna will be entitled to (a) twelve months’ severance based on Mr. Hanna’s annual base salary, and (b) twelve months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Hanna becomes covered under a similar plan of a new employer, and (c) if such termination occurs prior to the one year anniversary of Mr. Hanna’s start date, the inducement equity awards granted to Mr. Hanna in connection with the initial appointment will vest pro rata based on the number of days that elapsed since starting employment with us. 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. On March 27, 2025, we entered into an Amended and Restated Change of Control and Severance Agreement with Mr. Jain that provides for twelve months of severance and continued benefits in the event of a qualifying termination of employment (whether or not in the context of a change of control event), in order to better align the terms of Mr. Jain’s severance entitlements with those of our other executive officers (other than our Chief Executive Officer). As this agreement was not in effect on December 31, 2024, this amendment is not reflected in the table below. Keith Kennedy Pursuant to Mr. Kennedy’s Change of Control and Severance Agreement, effective July 27, 2024, if within two months prior to, or twelve months following a change of control, we or our successor terminate Mr. Kennedy’s employment without cause, Mr. Kennedy will be entitled to (a) a lump sum payment equal to twelve months of Mr. Kennedy’s annual base salary (at the greater of the rate in effect immediately prior to the change of control or the rate 70 in effect immediately prior to the date of such termination), (b) acceleration of vesting equal to 100% of any unvested equity awards (with any performance criteria being deemed achieved at target levels for the relevant performance period(s)), (c) a lump sum payment equal to 100% of Mr. Kennedy’s annual bonus (equal to the greater of target bonus in effect for the fiscal year in which the change of control occurs or the target bonus in effect for the fiscal year in which the termination occurs) and (d) 12 months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Kennedy becomes covered under a similar plan of a new employer. Pursuant to the agreement, if we or a successor terminates Mr. Kennedy’s employment without cause and such termination occurs outside of a change of control event, Mr. Kennedy will be entitled to (a) twelve months’ severance based on Mr. Kennedy’s annual base salary, and (b) twelve months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Kennedy becomes covered under a similar plan of a new employer, and (c) if such termination occurs prior to the one year anniversary of Mr. Kennedy’s start date, the inducement equity awards granted to Mr. Kennedy in connection with his initial appointment will vest pro rata based on the number of days that elapsed since starting employment with us. Jessica Meng Pursuant to Ms. Meng’s Change of Control and Severance Agreement, effective August 30, 2024, if within two months prior to, or twelve months following a change of control, we or our successor terminate Ms. Meng’s employment without cause, Ms. Meng will be entitled to (a) lump sum payment equal to twelve months of Ms. Meng’s annual base salary (at the greater of the rate in effect immediately prior to the change of control or the rate in effect immediately prior to the date of such termination), (b) acceleration of vesting equal to 100% of any unvested equity awards (with any performance criteria being deemed achieved at target levels for the relevant performance period(s)), (c) a lump sum payment equal to 100% of Ms. Meng’s annual bonus (equal to the greater of target bonus in effect for the fiscal year in which the change of control occurs or the target bonus in effect for the fiscal year in which the termination occurs) and (d) 12 months of continued benefits, provided, that such reimbursement will cease on the date that Ms. Meng becomes covered under a similar plan of a new employer. Pursuant to the agreement, if we or a successor terminates Ms. Meng’s employment without cause and such termination occurs outside of a change of control event, Ms. Meng will be entitled to (a) twelve months’ severance based on Ms. Meng’s annual base salary, and (b) twelve months of continued benefits, provided, that such reimbursement will cease on the date that Ms. Meng becomes covered under a similar plan of a new employer, and (c) if such termination occurs prior to the one year anniversary of Ms. Meng’s start date, the inducement equity awards granted to Ms. Meng in connection with the initial appointment will vest pro rata based on the number of days that elapsed since starting employment with us. Jeffrey Novack We were not party to any severance agreements or arrangements with Mr. Novack as of December 31, 2024. Accordingly, the amounts reflected for Mr. Novack in the table below only include the value of equity acceleration in accordance with the terms of Mr. Novack’s outstanding equity awards as of December 31, 2024. On March 28, 2025, we entered into a Change of Control and Severance Agreement with Mr. Novack, in order to

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

    better align the terms of Mr. Novack’s severance entitlements with those of our other executive officers (other than our Chief Executive Officer). Pursuant to the terms of the agreement, if within two months prior to, or twelve months following a change of control, we or our successor terminate Mr. Novack’s employment without cause, Mr. Novack will be entitled to (a) twelve months’ severance based on Mr. Novack’s annual base salary, (b) acceleration of vesting equal to 100% of any unvested equity awards, (c) a lump sum payment equal to Mr. Novack’s annual bonus (equal to the greater of target bonus or the actual bonus received for performance during the calendar year prior to the year in which the termination occurred) and (d) twelve months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Novack becomes covered under a similar plan of a new employer. Pursuant to the agreement, if we or a successor terminates Mr. Novack’s employment without cause and such termination occurs outside of a change of control event, Mr. Novack will be entitled to (a) nine months’ severance based on Mr. Novack’s annual base salary, and (b) nine months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Novack becomes covered under a similar plan of a new employer. As this agreement was not in effect on December 31, 2024, Mr. Novack’s entitlements pursuant to this agreement are not reflected in the table below. For purposes of the Change of Control and Severance Agreements with each of our NEOs, “cause” means generally: •executive’s material failure to perform the executive’s stated duties after a written notice of failure and a cure period of ten days; •executive’s material violation of our policies or any written agreement or covenant with us; •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; 71 •executive’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to us; •the unauthorized use or disclosure by executive of any of our proprietary information or trade secrets or any other party to whom they owe an obligation of nondisclosure as a result of the executive’s relationship with us; or •executive’s willful failure to cooperate with an investigation by a governmental authority. The following table estimates the amounts payable to our named executive officers that were serving as such as of December 31, 2024 in the event that a change of control, termination of employment or both occurred on December 31, 2024. The closing price of our common stock on December 31, 2024, as reported on the Nasdaq Global Market, was $21.41 per share. The following table excludes certain benefits, such as accrued vacation, that are available to all employees generally. The actual amount of payments and benefits that would be provided can only be determined at the time of a change of control and/or the NEOs qualifying separation from the Company:

  107. 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* | Cash Payments | Continuation of Benefits | Value of Equity Accelerated | Cash Payments | Continuation of Benefits | Value of Equity Accelerated | | John W. Hanna | $675,000 | — | $3,508,257 | $1,973,077 | — | $19,700,210 | | Abhishek Jain | $215,800 | — | — | $709,203 | — | $5,672,474 | | Keith Kennedy | $575,000 | $45,985 | $113,079 | $779,346 | $45,985 | $1,500,862 | | Jessica Meng | $475,000 | — | $84,809 | $643,808 | — | $1,125,652 | | Jeffrey Novack | — | — | — | — | — | $1,699,012 |

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

    *Excludes Alexander Johnson as employment terminated effective September 13, 2024 and we did not enter into any agreement to

  109. 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* | Cash Payments | Continuation of Benefits | Value of Equity Accelerated | Cash Payments | Continuation of Benefits | Value of Equity Accelerated | | John W. Hanna | $675,000 | — | $3,508,257 | $1,973,077 | — | $19,700,210 | | Abhishek Jain | $215,800 | — | — | $709,203 | — | $5,672,474 | | Keith Kennedy | $575,000 | $45,985 | $113,079 | $779,346 | $45,985 | $1,500,862 | | Jessica Meng | $475,000 | — | $84,809 | $643,808 | — | $1,125,652 | | Jeffrey Novack | — | — | — | — | — | $1,699,012 |

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

    continue providing for benefits in the event of a change of control pursuant to the Johnson Consulting Agreement.

  111. 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 John Hanna, our Chief Executive Officer and President (our “CEO”) on October 15, 2024. 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. There have been no changes in our employee population or employee compensation arrangements that we believe would significantly impact the calculations of this pay ratio; accordingly, we are using the same median employee identified in 2023. CEO Pay Ratio for Fiscal Year 2024 •The median of the 2024 annual total compensation of all our employees, excluding our CEO, was $169,005; •The annualized total compensation of our CEO who was hired in 2024 was $9,645,002; and •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 57 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. 72 Methodology The methodology, including key assumptions and estimates, used to identify the employee (excluding our Chief Executive Officer) with compensation at the median of the annual total compensation of all our employees was based on the following: •In determining our employee population, we considered the individuals, excluding our Chief Executive Officer, who were employed by us and our consolidated subsidiaries as of October 15, 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 2024, 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 2024 annual total compensation in the amount of $169,005. Mr. Hanna’s compensation for purposes of the pay ratio disclosure has been adjusted as follows: base salary annualized and target bonus payout included for a total of $9,645,002.

  112. 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.

  113. Pay Versus Performance

    | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensa tion Table (“SCT”) for Mr. Hanna (PEO 1) (b)(1) | CAP to Mr. Hanna (PEO 1) (c)(2) | Summary Compensa tion Table (“SCT”) for Mr. Johnson (PEO 2) (d)(1) | CAP to Mr. Johnson (PEO 2) (e)(2) | SCT for Dr. Seeto (PEO 3) (f)(1) | CAP to Dr. Seeto (PEO 3) (g)(2) | SCT for Dr. Maag (PEO 4) (h)(1) | CAP to Dr. Maag (PEO 4) (i)(2) | Average SCT for Non- PEO NEOs (j)(3) | Average CAP to Non- PEO NEOs (k)(2) | | | Net Income (in thousands ) (n) | Revenue (in thousand s) (o)(5) | | | | | | | | | | | | | TSR (l)(4) | Peer Group TSR (m)(4) | | | | 2024 | $9,424,329 | $24,178,001 | $2,937,571 | $7,443,241 | — | — | — | — | $2,986,074 | $3,772,296 | $99.26 | $118.20 | $52,549 | $333,785 | | 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 |

  114. 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 62 for additional information. (2)The dollar amounts reported in columns (c), (e), (g), (i), and (k) represent the amount of the CAP, as computed in accordance with SEC rules. The CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. These amounts reflect the total amount of compensation for our NEOs reported in the Summary Compensation Table with certain adjustments as described in the table below for the most recent fiscal year. We do not have a defined benefit plan so no adjustment for pension benefits is included. The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant. 73

  115. 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 Outstandin g 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 Condition s (v) | Value of Dividend s Paid on Equity Awards not Reflecte d in Fair Value (vi) | Total Equity CAP (c)=(i)+(ii)+ (iii)+(iv) | CAP (d)= (a)-(b)+(c) | | 2024 | PEO 1 | $9,424,329 | ($8,001,024) | $22,754,696 | $— | $— | — | — | — | $22,754,696 | $24,178,001 | | | PEO 2 | $2,937,571 | ($1,549,738) | $2,802,355 | $2,262,180 | $185,168 | 805,705 | — | — | $6,055,408 | $7,443,241 | | | Non-PEO NEO Avg | $2,986,074 | ($2,340,879) | $2,220,533 | $577,907 | $50,217 | 278,444 | — | — | $3,127,101 | $3,772,296 |

  116. 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: (d)the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the applicable year; (e)the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (f)for awards that vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year; (g)for awards that failed to meet vesting conditions in the applicable year, the fair value from the end of prior fiscal year. (h)for awards that failed to meet vesting conditions in the applicable year, the fair value from the end of prior fiscal year; (i)value of dividend not otherwise captured in the calculation of each Fair Value used to calculate CAP (j)The CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. (3)The dollar amounts reported in column (j) are the average amounts of total compensation reported for the Non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to our “Summary Compensation Table” on page 62 for additional information. For each of fiscal years in the table, the Non-PEO NEOs were:

  117. Pay Versus Performance

    | 2024 | 2023 | 2022 | 2021 | 2020 | | Abhishek Jain | Abhishek Jain | Abhishek Jain | Ankur Dhingra | Michael Bell | | Keith Kennedy | Abraham Ronai | Alexander Johnson | Alexander Johnson | Sasha King | | Jessica Meng | | Abraham Ronai | Sasha King | Marcel Konrad | | Jeffrey Novack | | Ankur Dhingra | Peter Maag, Ph. D. | | | | | Sasha King | Marcel Konrad | |

  118. 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 2024, consistent with the Total Sales targets used for our short-term incentives (annual bonuses) and long-term incentives (PRSUs). See page 50 of our CD&A for additional information.