DEF 14A of CareDx, Inc., Apr 27, 2026

DEF 14A of CareDx, Inc.

Filed Apr 27, 2026 · FY20250001217234-26-000028

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, three Class II directors and two Class III directors will be elected for a one-year term to succeed the same classes whose term is then expiring. Following the Annual Meeting, our Board of Directors will be composed of eight members. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. The current classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company. However, our Certificate of Incorporation provides for the gradual elimination of the classification of our Board of Directors and provides for the annual election of all directors beginning at our 2027 annual meeting of stockholders. Peter Maag, Ph.D. and Arthur A. Torres are not standing for re-election at the Annual Meeting and therefore, effective as of immediately following the Annual Meeting, the number of authorized directors on our Board of Directors will be decreased to eight. The Board of Directors thanks Dr. Maag for his more than thirteen years of service to CareDx and his invaluable contributions to the Board of Directors. The Board of Directors also thanks Mr. Torres for his more than four years of service to CareDx and his invaluable contributions to the Board of Directors. Nominees Our Governance and Nominating Committee has recommended, and our Board of Directors has approved, Fred E. Cohen, M.D., D. Phil, R. Bryan Riggsbee and Suresh Gunasekaran as nominees for election as Class II directors, and Michael D. Goldberg and John W. Hanna as nominees for election as Class III directors, at the Annual Meeting. If elected, each nominee will serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Each of the nominees is currently a director of our company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.” If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the re-election of Dr. Cohen, Mr. Riggsbee, Mr. Gunasekaran, Mr. Goldberg and Mr. Hanna. We expect that each nominee will each accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board of Directors to fill such vacancy. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter. Vote Required; Board Recommendation The election of directors requires the affirmative vote of a majority of the votes cast by stockholders present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on this proposal.

  2. Election of Directors

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

  3. Election of Directors

    | 10 | 2026 Proxy Statement | CareDx Inc. |

  4. Board of Directors

    Board of Directors

  5. and Corporate Governance

    and Corporate Governance Our business affairs are managed under the direction of our Board of Directors, which is currently composed of 10 members. As noted above, our Certificate of Incorporation provides for the gradual elimination of the classification of our Board of Directors and provides for the annual election of all directors beginning at our 2027 annual meeting of stockholders. Consistent with this, at the Annual Meeting, five directors will be elected for a one-year term. The following table sets forth the name, age as of April 15, 2026 and certain other information of each of our directors:

  6. and Corporate Governance

    | Directors with Terms Expiring at the Annual Meeting | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | Director Nominees | | | | | | | | Fred E. Cohen, M.D., D. Phil(4) | II | 69 | Director | 2003 | 2026 | 2027 | | R. Bryan Riggsbee(2) | II | 55 | Director | 2024 | 2026 | 2027 | | Suresh Gunasekaran | II | 50 | Director | 2025 | 2026 | 2027 | | Michael D. Goldberg | III | 68 | Chairman of the Board of Directors | 2011 | 2026 | 2027 | | John W. Hanna | III | 46 | Director | 2024 | 2026 | 2027 | | Departing Directors | | | | | | | | Peter Maag, Ph.D.(4) | III | 59 | Director | 2012 | 2026 | — | | Arthur A. Torres(3) | III | 79 | Director | 2021 | 2026 | — | | Continuing Directors | | | | | | | | George W. Bickerstaff, III(1)(2)(3) | I | 70 | Director | 2014 | 2027 | — | | Christine M. Cournoyer(1)(2) | I | 74 | Director | 2019 | 2027 | — | | Hannah A. Valantine, M.D.(3)(4) | I | 74 | Director | 2021 | 2027 | — |

  7. and Corporate Governance

    (1)Member of our Compensation and Human Capital Committee (2)Member of our Audit and Finance Committee (3)Member of our Governance and Nominating Committee (4)Member of our Technology and Innovation Committee

  8. and Corporate Governance

    | CareDx Inc. | 2026 Proxy Statement | 11 |

  9. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance Director Nominees with Terms Expiring at the Annual Meeting

  10. Board of Directors and Corporate Governance

    | Fred E. Cohen, M.D., D. Phil Independent Director Age: 69 Independent Director since: 2014 Committees: •Technology and Innovation Committee | Professional Experience •Founder & Chairman, Monograph Capital Partners (2021 - Present) •Founder & Senior Managing Director, Vida Ventures (2017 - Present) •Senior Advisor & Retired Partner, TPG (2001 - Present) •Professor (Cellular and Molecular Pharmacology), University of California, San Francisco (UCSF) (1988 - 2016) | | | Key Skills & Qualifications •Relevant Industry Experience: Dr. Cohen’s thought leadership in biotechnology as an elected member of the National Academy of Medicine of the National Academy of Sciences and fellow of the American College of Physicians, among other organizations, and experience as Professor of Cellular and Molecular Pharmacology at UCSF, is an asset to the Board in assessing the firm’s strategy. •Investment, Finance or Accounting Experience: As founder and Senior Managing Director of Vida Ventures and as a Partner and more recently a Senior Advisor at TPG, Dr. Cohen is well-versed in investment and financial matters specific to biotechnology companies. •Public Company Board or Governance Experience: Dr. Cohen has served on multiple public boards and committees including most recently at Progyny, Intellia Therapeutics and Urogen Pharma. | | | Other Boards •Director, Kyverna Therapeutics (2020 - Present) •Director, Progyny (Nasdaq: PGNY) (2019 - 2025) •Director, Intellia Therapeutics (Nasdaq: NTLA) (2019 - Present) •Director, Urogen Pharma (Nasdaq: URGN) (2017 - 2024) •Director, Novotech (2017 - Present) •Director, Tandem Diabetes (Nasdaq: TNDM) (2013 - 2019) •Director, Biocryst (Nasdaq: BCRX) (2013 - 2019) •Director, Five Prime Therapeutics (Nasdaq: FPRX) (2013 - 2018) •Director, Veracyte (Nasdaq: VCYT) (2013 - 2019) •Director, Roka Biosciences (Nasdaq: ROKA) (2014 - 2017) •Director, Quintiles (NYSE: Q) (merged with IQVIA Holdings) (2013 - 2015) •Director, Genomic Health (Nasdaq: GHDX) (acquired by Exact Sciences) (2005 - 2019) •Director, Matrix Laboratories (2004 - 2009) | | | Current Organizations •Member, American Academy of Arts and Sciences •Fellow, National Academy of Medicine •Fellow, American Medical Informatics Association | | | Previous Organizations •Trustee, Autistica •Fellow, American College of Physicians •Member, Association of American Physicians •Fellow, Western Association of Physicians •Member, American Society for Clinical Investigation | | | Education •Ph.D., Oxford University •M.D., Stanford University •B.S., Yale University |

  11. Board of Directors and Corporate Governance

    | 12 | 2026 Proxy Statement | CareDx Inc. |

  12. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance

  13. Board of Directors and Corporate Governance

    | R. Bryan Riggsbee Independent Director Age: 55 Independent Director since: 2024 Committees: •Audit & Finance Committee (Chairman) | Professional Experience •Senior Vice President, CFO - Neogen Corporation (Nasdaq: NEOG) (2025-present) •Independent Director, Member of the Audit Committee, Member of the Remuneration Committee - Immunovia AB (2025 - present) •Senior Vice President, CFO - North America, BioMerieux (2025) •CFO, Myriad Genetics (Nasdaq: MYGN) (2014 – 2024) •Interim President and CEO, Myriad Genetics (Nasdaq: MYGN) (2020) •Senior Vice President, Corporate Finance, Laboratory Corporation of America (LabCorp) (NYSE: LH) (2004-2014) | | | Key Skills & Qualifications •Financial Planning and Analysis •Strategic Planning •Risk Management •Compliance and Regulatory Standards •Treasury •Certified Public Accountant licensed in the state of North Carolina | | | Current Organizations •Neogen Corporation | | | Previous Organizations •BioMerieux •Myriad Genetics •Laboratory Corporation of America (LabCorp) •General Electric •KPMG | | | Education •M.B.A., Northwestern University •B.A. (Political Science), University of North Carolina at Chapel Hill •B.A. (Accounting), North Carolina State University |

  14. Board of Directors and Corporate Governance

    | CareDx Inc. | 2026 Proxy Statement | 13 |

  15. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance

  16. Board of Directors and Corporate Governance

    | Suresh Gunasekaran Independent Director Age: 50 Independent Director since 2025 | Professional Experience •President and CEO, UCSF Health (2022 - Present) •CEO and the Associate Vice President, University of Iowa Hospitals & Clinics (2018 - 2022) •Senior Executive Officer, Southwestern Health Resources Population Health Services Company (2017 - 2018) •Associate Vice President, Health System Affairs & CIO, Southwestern Medical Center (2004 - 2014) •Chief Operations Officer, UT Southwestern Medical Center (2015 - 2018) | | | Key Skills & Qualifications •Relevant Industry Experience: Mr. Gunasekaran brings more than 20 years of executive leadership experience in healthcare administration and information technology, including as President and Chief Executive Officer of UCSF Health and previously as Chief Executive Officer of University of Iowa Hospitals & Clinics. His track record leading large, complex academic medical centers—along with prior roles as Chief Information Officer and Chief Operations Officer at UT Southwestern and leadership experience at Vanderbilt Children’s Hospital—provides the Board with valuable perspective on healthcare delivery, operational excellence, technology-enabled innovation, and growth strategy. | | | Current Organization •CEO, UCSF Health | | | Previous Organizations •University of Iowa Hospitals & Clinics •Southwestern Health Resources Population Health Services Company •Southwestern Medical Center | | | Education •M.B.A., Southern Methodist University |

  17. Board of Directors and Corporate Governance

    | 14 | 2026 Proxy Statement | CareDx Inc. |

  18. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance

  19. Board of Directors and Corporate Governance

    | Michael Goldberg Chairman of the Board of Directors Age: 68 Independent Director since 2011 | Professional Experience •Partner, Mohr Davidow Ventures (2005 - 2011) •Founder & CEO, Axion (1987 - 1995) (acquired by Bristol-Myers Squibb, NYSE: BMS) •Partner, Sevin Rosen Management Company (1985 - 1987) •Director (Corporate Development), Cetus Corporation (1981 - 1985) | | | Key Skills & Qualifications •Relevant Industry Knowledge: Mr. Goldberg has a track record of leadership in healthcare, as the former CEO of Axion and a founding and a former Board member of the California Institute for Regenerative Medicine. Mr. Goldberg is also a former director of Cetus Corporation, which developed the foundational PCR technology for precision medicine. •Public Company Board or Governance Experience: As a director at multiple public companies, Mr. Goldberg has extensive experience working with management teams and Board members on business matters and governance policies. •Business and Operations Leadership Experience: Mr. Goldberg’s experience as founder and CEO of Axion, as well as Executive Chair at DNAnexus and Senior Executive and Venture Capital Investor with numerous companies in the Life Sciences industry, helps the Board develop and oversee our operations and business strategy. | | | Other Boards •Executive Chairman & Director, DNAnexus (2013 - Present) •Chairman, YorLabs (2018 - Present) •Chairman, iRhythm Technologies (Nasdaq: IRTC) (2007 - 2010) •Chairman, Crescendo Biosciences (2007 - 2010) (acquired by Myriad Genetics, Nasdaq: MYGN) •Director, eHealth (Nasdaq: EHTH) (1999 - 2021) •Director, Genomic Health (acquired by Exact Sciences, Nasdaq: EXAS) (2001 - 2007) | | | Previous Organizations •Founding Board Member, California Institute for Regenerative Medicine •Board Member, Western Association of Venture Capitalists •Advisory Board Member, Harvard Center for Genetics and Genomics •Advisory Board Member, Berkeley Center for Law and Technology •Advisory Board Member, UCSF Center for Translational and Policy Research on Personalized Medicine •Advisory Board Member, Stanford Distinguished Careers Institute •Trustee, National Childhood Cancer Foundation | | | Education •M.B.A., Stanford Graduate School of Business •B.A., Brandeis University |

  20. Board of Directors and Corporate Governance

    | CareDx Inc. | 2026 Proxy Statement | 15 |

  21. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance

  22. Board of Directors and Corporate Governance

    | John W. Hanna Director, President and Chief Executive Officer of CareDx Age: 46 Director since 2024 | Professional Experience •President and Chief Executive Officer, CareDx, Inc. (2024 - Present) •Vice President, Corporate Development (Pacific Biosciences of California, Inc. (2023 – 2024) •CEO, Apton Biosystem, Inc. (2021 – 2023) •Chief Commercial Officer, Veracyte, Inc. (2011 – 2021) | | | Key Skills & Qualifications •Relevant Industry Knowledge: Mr. Hanna has over two decades of experience in the molecular diagnostics and life sciences tools industries. •Business and Operations Leadership Experience: Mr. Hanna previously served as CEO of Apton Biosystems, Inc. where he led the development of a high throughput next-generation sequencing (NGS) platform for liquid biopsy and other clinical applications. The company was acquired by Pacific Biosciences of California, Inc. in August 2023, where he served as Vice President of Corporate Development. Mr. Hanna previously spent ten years at Veracyte, Inc., an oncology diagnostics company in the fields of thyroid, lung, breast, and prostate cancer, where he held numerous roles including Chief Commercial Office and Vice President of Marketing. Prior to Veracyte, Mr. Hanna held leadership roles at Humana and IBM. | | | Current Organization •CareDx, Inc. | | | Previous Organizations •Pacific Biosciences of California, Inc. •Apton Biosystem, Inc. •Veracyte, Inc. | | | Education •M.B.A., University of Miami •B.S. (Political Science), Hampden Sydney College |

  23. Board of Directors and Corporate Governance

    | 16 | 2026 Proxy Statement | CareDx Inc. |

  24. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance Continuing Directors

  25. Board of Directors and Corporate Governance

    | George W. Bickerstaff, III Independent Director Age: 70 Independent Director since 2014 Committees: •Audit & Finance Committee •Governance & Nominating Committee •Compensation & Human Capital Committee | Professional Experience •Partner & MD, M.M. Dillon & Co. (2005 - Present) •CFO, Novartis Pharma AG (2000 - 2005) •EVP & CFO, Workspace (1999 - 2000) •EVP & CFO, Uniscribe Professional Services (1998 - 1999) •EVP & CFO, Intellisource Group (1998) •Vice President (Finance), Cognizant (1997) •CFO, IMS Health (1990 - 1997) •Senior Vice President (Finance), Dun & Bradstreet (NYSE: DNB) (1985 – 1989) •Auditor & Engineer, General Electric (1978 - 1984) | | | Key Skills & Qualifications Mr. Bickerstaff was selected to serve on the Board based on his extensive experience in financial leadership, healthcare operations, and public company governance. He has served as Chief Financial Officer for multiple global healthcare and life sciences organizations and has significant expertise in financial reporting, capital markets, mergers and acquisitions, and risk management. Mr. Bickerstaff also brings substantial experience in public company board service, including audit, finance, and governance oversight at publicly traded biotechnology and healthcare companies. The Board believes his background provides valuable perspective in overseeing financial integrity, strategic transactions, and regulatory risk. | | | Other Boards •Director, InCarda Therapeutics (2020 - 2023) •Director, Innoviva (Nasdaq: INVA) (2017 - 2023) •Director, RoosterBio (2017 - 2020) •Chairman, Optical Academy (2017 - 2019) •Independent Chairman, Cardax (2016 - 2021) •Director, Aegis Health Analytics (2014 - 2016) •Director, Sio Gene Therapies (Nasdaq: SIOX) (2018 - 2020) •Director, Inovio Pharmaceuticals (Nasdaq: INO) (2017 - 2018) •Director, Ariad Pharmaceuticals (Nasdaq: ARIA) (2016 - 2017) •Director, Viventia Bio Inc. (2015 - 2017) •Director, Cyclica Inc. (2010 - 2014) •Director, BMP Sunstone (Nasdaq: BJGP) (2008 - 2009) •Director, Vion Pharmaceuticals (Nasdaq: VION) (2005 - 2008) •Director, Amazys Holding (2005 - 2006) | | | Current Organizations •Founding Member, The Global Leaders •Chairman, International Vaccine Institute | | | Previous Organizations •Vice Chairman, International Centre for Missing & Exploited Children •Chairman, Global Oncology •Director, Center for Disease Dynamics, Economics & Policy Inc. •Director, Gavi, the Vaccine Alliance | | | Education •B.S., Rutgers University •B.A., Rutgers University |

  26. Board of Directors and Corporate Governance

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  27. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance

  28. Board of Directors and Corporate Governance

    | Christine M. Cournoyer Independent Director Age: 74 Independent Director since 2019 Committees: •Audit & Finance •Compensation & Human Capital (Chairwoman) | Professional Experience •Chairman & CEO, N-of-One (2012 - 2019) •Vice President (Clinical Analytics), Optum (part of UnitedHealth Group) (2010 - 2011) •President & COO, Picis (acquired by UnitedHealth Group) (2006 - 2010) •Managing Director (Solutions), Harte-Hanks (2005 - 2006) •CIO & Division Vice President, IBM (NYSE: IBM) (1995 - 2002) •SVP, CIO, Lotus Development (1994 - 1995) | | | Key Skills & Qualifications •Relevant Industry Knowledge: Ms. Cournoyer has extensive experience as an executive in the life sciences industry and healthcare technology, including at N-of-One, Optum and Picis. •M&A or Corporate Development Experience: Ms. Cournoyer has led or contributed to two transformative M&A transactions - while CEO at N-of-One, Ms. Cournoyer led the strategic sales process and successful sale to QIAGEN, and while at Picis, she contributed to Picis’ sale to UnitedHealth Group in an executive capacity. •Investment, Finance or Accounting Experience: Ms. Cournoyer managed P&L, raised capital and managed cash operations for different organizations including N-of-One, Picis and IBM, among others. •Risk Management: As a former CIO, Ms. Cournoyer has a deep understanding of IT controls and cyber security. | | | Other Boards •Chairman, Spok Holdings (Nasdaq: SPOK) (2022 - Present) •Director, Emerson Hospital (2012 - 2018) •Director, BJ’s Wholesale Club (NYSE: BJ) (2008 - 2011) •Director, GTEC (2003 - 2006) •Director, Lightbridge (Nasdaq: LTBR) (2002 - 2003) •Director, Stride Rite (Nasdaq: LRN) (2001 - 2007) | | | Current Organizations •Editorial Board Member, Clinical OMICs •Board of Advisors, Manning School of Business •Member, Madam Chair | | | Education •M.A., Northeastern University •B.S., University of Massachusetts Lowell |

  29. Board of Directors and Corporate Governance

    | 18 | 2026 Proxy Statement | CareDx Inc. |

  30. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance

  31. Board of Directors and Corporate Governance

    | Hannah A. Valantine, M.D. Independent Director Age: 74 Independent Director since 2021 Committees: •Governance & Nominating Committee •Technology and Innovation Committee (Chairwoman) | Professional Experience •Professor of Medicine, Stanford School of Medicine (2000 - Present) •Chief Officer (Scientific Workforce Diversity), National Institutes of Health (2014 - 2020) •Senior Associate Dean for Diversity and Leadership, Stanford School of Medicine (2005 - 2014) •Assistant Professor of Medicine, Stanford School of Medicine (1987 - 2000) •Registrar, Hammersmith Hospitals NHS Trust | | | Key Skills & Qualifications •Relevant Industry Knowledge: Dr. Valantine has more than thirty-five years of expertise in transplant medicine. She is an international leader in the development and application of genomic-based diagnostics for acute rejection, having led the first ever randomized controlled trial of gene- expression profiling published in the New England Journal of Medicine, setting the stage for FDA approval. She further advanced the field by publishing the first application of donor-derived cell-free DNA as a sensitive and specific biomarker for heart transplant rejection, an approach that has become widely adopted across all other solid organ transplants. Her pioneering work across several platforms has enabled the advancement of a multi-modality approach to molecular diagnostics services. •ESG: Dr. Valantine’s experience in ESG matters spans more than two decades. She is nationally recognized for her transformative approaches to enhancing both gender and racial diversity among faculty. As the inaugural Senior Associate Dean for Diversity and Leadership at Stanford University School of Medicine, and then as the inaugural NIH Chief Officer for scientific workforce diversity, she has built and disseminated successful national programs to ensure both workforce diversity and health equity across the NIH research ecosystem. | | | Other Boards •Director, BridgeBio Pharma (Nasdaq: BBIO) (2021 - Present) •Director, Pacific Biosciences (Nasdaq: PACB) (2021 - Present) | | | Current Organizations •Founder & Principal, HAV •Member, National Academy of Medicine •Member, Stanford Cardiovascular Institute | | | Previous Organizations •President (Western State Affiliation), American Heart Association | | | Education •M.D., London University •Fellowship, Stanford University •M.B.B.S., London University |

  32. Board of Directors and Corporate Governance

    | CareDx Inc. | 2026 Proxy Statement | 19 |

  33. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance Non-Continuing Directors

  34. Board of Directors and Corporate Governance

    | Peter K. Maag, Ph.D. Independent Director Age: 59 Independent Director since 2024 Committees: •Technology and Innovation Committee | Professional Experience •CEO, Kyverna Therapeutics (Nasdaq: KYTX) (2022 - 2024) •Executive Chairman, CareDx (Nasdaq: CDNA) (2020 - 2021) •CEO & President, CareDx (Nasdaq: CDNA) (2012 - 2020) •Division President, Novartis Diagnostics AG (NYSE: NVS) (2009 - 2012) •CEO & Country President, Novartis AG, Germany (NYSE: NVS) (2006 - 2008) •CEO & Country President, Novartis AG, Korea (2003 - 2005) •Head of Division (Franchise Infectious Diseases), Novartis AG (2002 - 2003) •Head of Strategy (Pharma Division), Novartis AG (2001 - 2002) •Associate Principal, McKinsey & Company (1994 - 2001) | | | Key Skills & Qualifications •Business and Operations Leadership Experience: Dr. Maag’s 20+ years of executive management experience in the pharmaceutical and diagnostic industry including as former CEO of CareDx and as President of Diagnostics qualify him to advise the Board on matters specific to CareDx’s business and strategy. •Risk Management: Dr. Maag has deep expertise in risk management as he has served as a director of multiple healthcare companies, including Novartis, MiroMatrix Medical, and as the former Chairman and CEO of CareDx. •M&A or Corporate Development Experience: Dr. Maag served in positions at Novartis Pharma and Novartis Diagnostics including as Head of Strategy where he was instrumental in the global growth of the organization. During his tenure at CareDx, he has led multiple acquisitions and financial transactions. | | | Other Boards •Director, Kyverna Therapeutics (2022 - 2024) •Director, MiroMatrix Medical (2021 - 2023), MiroMatrix was acquired by United Therapeutics (Nasdaq: UTHR) in December 2023 •Director, Phoenix Pharmahandel (2012 - Present) •Director, MolecularMD (2012 - 2020) •Director, Chiron France (2009 - 2012) •Director, Novartis AG, Germany (2006 - 2008) •Director, Zuellig Pharma (2003 - 2005) •Director, Novartis, Korea (2003 - 2005) | | | Current Organizations •Director, Personalized Medicine Coalition •Director, BluLake Ventures LLC | | | Education •Ph.D., University of Berlin •MSc, University of Heidelberg, University of London |

  35. Board of Directors and Corporate Governance

    | 20 | 2026 Proxy Statement | CareDx Inc. |

  36. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance

  37. Board of Directors and Corporate Governance

    | Arthur A. Torres Independent Director Age: 79 Independent Director since 2021 Committees: •Governance & Nominating Committee (Chairman) | Professional Experience •Regent Emeritus University of California Board of Regents •Vice Chair Emeritus, California Institute for Regenerative Medicine •Director, San Francisco Municipal Transportation Agency (2017 - 2020) •President & Member, San Francisco Public Utilities Commission (2010 - 2014) •Member Covered California Board of Directors •Chairman, California Democratic Party (1996 - 2009) •Senator, California State Senate (1982 - 1994) •Chair, California Senate Insurance Committee •Chair, California Senate Toxics Committee •Assembly Member, California State Assembly (1974 - 1982) •Chair, California Assembly Health Committee (1978 - 1994) | | | Key Skills & Qualifications •Regulatory and Legal Experience: Mr. Torres’ extensive career in politics and government and background in law qualifies him to advise on regulatory and legal matters. •Relevant Industry Knowledge: As Chair of the California Assembly Health Committee and California Senate Insurance Committee and the Vice Chair of One Legacy, an organ transplant foundation, Mr. Torres has the experience necessary to set strategy for our organization. •ESG: During his tenure in the California state legislature, Mr. Torres worked to provide a voice for his constituents as co-author of the California Clean Water Act and consultant on immigration reform, among other initiatives. | | | Current Organization •Lifeguard Health Networks, Member, Board of Directors •PFM, Board Member, Member Audit Committee | | | Previous Organizations •Vice Chair Emeritus, California Institute for Regenerative Medicine •Vice Chair, Emeritus, One Legacy, an Organ Transplant Foundation •Alumni Regent & President Emeritus, University of California Alumni Association •Alumni Regent Emeritus, University of California •Board Member Emeritus, Covered California •Fellow, German Marshal Fund •JFK Teaching Fellow, Harvard University •Visiting Professor, University of San Francisco School of Nursing | | | Education •J.D., University of California Davis School of Law •B.A. (Government), University of California Santa Cruz |

  38. Board of Directors and Corporate Governance

    | CareDx Inc. | 2026 Proxy Statement | 21 |

  39. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance Considerations in Evaluating Director Nominees Our Governance and Nominating Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Governance and Nominating Committee will consider the composition of our Board of Directors, including, without limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business and other commitments. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Our Governance and Nominating Committee requires the following minimum qualifications to be satisfied by any nominee for a position on our Board of Directors: (i) the highest personal and professional ethics and integrity, (ii) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, (iii) skills that are complementary to those of the existing Board of Directors, (iv) the ability to assist and support management and make significant contributions to our success, and (v) an understanding of the fiduciary responsibilities that are required of a member of our Board of Directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Governance and Nominating Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our Board of Directors should be a diverse body in terms of experiences and backgrounds, and our Governance and Nominating Committee considers a broad range of factors in identifying new nominees. In determining nominations of directors, our Governance and Nominating Committee may take into account the benefits of varying viewpoints, industry experience, academic experience, and educational backgrounds. Our Governance and Nominating Committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our Governance and Nominating Committee recommends to our full Board of Directors the director nominees for selection. Director Independence Our common stock is listed on the Nasdaq Global Market. Under the rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”), independent directors must comprise a majority of a listed company’s Board of Directors. In addition, the Nasdaq Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the Nasdaq Rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s Board of Directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit and Finance Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and the Nasdaq Rules. In addition, Compensation and Human Capital Committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and the Nasdaq Rules. Our Board of Directors has undertaken a review of the independence of each director and considered whether such director has a material relationship with us that could compromise the director’s ability to exercise independent judgment in carrying out the director’s responsibilities. As a result of this review, our Board of Directors has determined that Mr. Goldberg, Mr. Bickerstaff, Dr. Cohen, Dr. Maag, Ms. Cournoyer, Mr. Gunasekaran, Mr. Riggsbee, Senator Torres and Dr. Valantine are “independent directors” as defined under the applicable rules and regulations of the SEC and the Nasdaq Rules. Accordingly, all of the members, including the chairman or chairwoman, of each of the Audit and Finance Committee, the Compensation and Human Capital Committee, and the Governance and Nominating Committee are independent directors.

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    | 22 | 2026 Proxy Statement | CareDx Inc. |

  41. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance Board Leadership Structure Our Board of Directors has an independent Chairman, Mr. Goldberg, and we believe that having independent leadership is an important component of our governance structure. Our independent Chairman has authority, among other things, to preside over Board of Directors meetings, including meetings of the independent directors, and to call special meetings of our Board of Directors. Accordingly, the independent Chairman has substantial ability to shape the work of our Board of Directors. We currently believe that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board of Directors to monitor whether management’s actions are in the best interests of our Company and our stockholders. In addition, we believe that separation of the roles of Chairman and Chief Executive Officer enhances the accountability of our Chief Executive Officer to our Board of Directors and encourages balanced decision making. While our Chief Executive Officer is responsible for our day-to-day leadership and operations, our independent Chairman provides guidance to our Board of Directors and sets the agenda for the meetings of the Board of Directors. However, no single leadership model is right for all companies and at all times. Our Board of Directors recognizes that, depending on the circumstances, other leadership models, such as combining the role of Chairman with the role of Chief Executive Officer, might be appropriate. Accordingly, our Board of Directors periodically reviews its leadership structure and will continue to evaluate and implement the leadership structure that it concludes most effectively supports our Board of Directors in fulfilling its responsibilities. Board Diversity of Skills and Expertise The Board of Directors believes its current composition provides an appropriate balance of industry expertise, financial experience, and operational leadership, enabling effective oversight of the Company’s strategy, risk management, and long-term value creation. The following is an overview of the collective experiences, qualifications and attributes of our Board of Directors. Please see the sections titled “Directors with Terms Expiring at the Annual Meeting-Nominees for Director” and “Continuing Directors” for individual details regarding the experience and expertise of each of our directors.

  42. Board of Directors and Corporate Governance

    | Director Skills / Qualifications | Goldberg | Bickerstaff | Cohen | Cournoyer | Gunasekaran | Hanna | Maag | Riggsbee | Torres | Valantine | Board Composition | | Relevant Industry Knowledge | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10 of 10 | | Business and Operations Leadership Experience | ● | ● | ● | ● | ● | ● | ● | ● | | | 8 of 10 | | Investment, Finance or Accounting Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | | 9 of 10 | | Public Company Board or Governance Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | | 9 of 10 | | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | | | 8 of 10 | | M&A or Corporate Development Experience | ● | ● | ● | ● | ● | ● | ● | ● | | | 8 of 10 | | Regulatory and Legal Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | | 9 of 10 | | Female | | | | ● | | | | | | ● | 2 of 10 | | Independent | ● | ● | ● | ● | ● | | ● | ● | ● | ● | 9 of 10 |

  43. Board of Directors and Corporate Governance

    | CareDx Inc. | 2026 Proxy Statement | 23 |

  44. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance Legal Proceedings with Directors There are no legal proceedings related to any of the directors or director nominees that require disclosure pursuant to Items 103 or 401(f) of Regulation S-K. Agreements with Directors None of the directors or nominees for director was selected pursuant to any arrangement or understanding, other than compensation arrangements in the ordinary course of business. Board and Committee Meetings During fiscal year 2025, our Board of Directors held six meetings (including regularly scheduled and special meetings), and took action by written consent. Each director attended at least 97% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she served as a director, and (ii) the total number of meetings held by the Audit and Finance Committee, Compensation and Human Capital Committee, and Governance and Nomination Committee of our Board of Directors on which he or she served during the periods that he or she served. It is the policy of our Board of Directors to regularly have separate meeting times for independent directors without management. Although we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. Our Board of Directors has four standing committees: the Audit and Finance Committee, the Compensation and Human Capital Committee, the Governance and Nominating Committee and the Technology and Innovation Committee. The composition and responsibilities of each of the committees of our Board of Directors following the Annual Meeting are described below. Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors.

  45. Board of Directors and Corporate Governance

    | | Audit and Finance Committee | Governance and Nominating Committee | Compensation and Human Capital Committee | Technology and Innovation Committee | | George W. Bickerstaff, III | ● | ● | ● | | | Fred E. Cohen, M.D., D. Phil | | ● | | ● | | Christine M. Cournoyer | ● | | C | | | Michael D. Goldberg | | C | | | | Suresh Gunasekaran | | ● | | | | R. Bryan Riggsbee | C | | | | | Hannah A. Valantine, M.D. | | | ● | C |

  46. Board of Directors and Corporate Governance

    ●Committee Member CCommittee Chairman or Chairwoman

  47. Board of Directors and Corporate Governance

    | 24 | 2026 Proxy Statement | CareDx Inc. |

  48. Board of Directors and Corporate Governance

    Board of Directors and Corporate Governance

  49. Board of Directors and Corporate Governance

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Michael D. Goldberg | 138,736(3) | 224,995 | 363,731 | | George W. Bickerstaff, III | 70,247 | 224,995 | 295,242 | | Fred E. Cohen, M.D., D. Phil | 52,747 | 224,995 | 277,742 | | Christine M. Cournoyer | 72,747 | 224,995 | 297,742 | | William A. Hagstrom | 24,025(4) | — | 24,025 | | Peter Maag, Ph.D. | 52,747 | 224,995 | 277,742 | | R. Bryan Riggsbee | 67,747 | 224,995 | 292,742 | | Arthur A. Torres | 57,747 | 224,995 | 282,742 | | Hannah A. Valantine, M.D. | 62,747 | 224,995 | 287,742 | | Suresh Gunasekaran | 9,647 | 399,990 | 409,637 |

  50. Equity Incentive Plan

    Equity Incentive Plan Alignment of the 2024 Plan with the Interests of the Company and Stockholders CareDx is a growth company in the biotechnology industry based principally in San Francisco, California. We operate in a highly competitive labor market and believe equity compensation is an important component of our overall compensation program to attract and retain the talent and skills necessary to execute our long‑term strategy. We use equity compensation as a long‑term incentive to align the interests of employees and officers with those of stockholders and to motivate sustained performance over time. To achieve our objective of recruiting the right talent to meet our long-term plan, at the Annual Meeting, the Company’s stockholders will be asked to approve an amendment to the 2024 Plan to increase the available shares reserved thereunder by 1,600,000 shares, or approximately 3.1% of common shares issued and outstanding, subject to adjustment as provided in the 2024 Plan, and an equivalent increase to the number of shares of stock available for grant pursuant to incentive stock options (“ISOs”). The amendment to the 2024 Plan was approved unanimously by the Board of Directors at its meeting on April 21, 2026. No other changes are contemplated by the amendment to the 2024 Plan. The 2024 Plan was originally adopted by our Board of Directors on April 24, 2024 and became effective June 13, 2024, following approval by our stockholders at our 2024 Annual Meeting. The 2024 Plan has been an important factor in attracting, retaining, motivating, and rewarding certain employees, officers, directors and consultants by closely aligning the interests of such individuals with those of our stockholders. We believe the Amendment to the 2024 Plan as proposed aligns the interest of our employees and executive officers with that of stockholders. We also believe that equity compensation is by its very nature performance based. As of March 31, 2026, approximately 9 executive officers, 783 employees (excluding executive officers), and 10 non-employee directors were eligible to participate in the 2024 Plan. As discussed below, the Board of Directors believes the 2024 Plan is essential to the Company’s continued success as it remains committed to the Company’s historical philosophy of incentivizing employees by tying a significant portion of their compensation to the interests of the Company’s stockholders. As of March 31, 2026, there were 1,855,798 shares available for grant under all equity plans including 1,786,835 shares available for grant under the 2024 Plan. The Company has determined that an increase to the shares reserved under the 2024 Plan by 1,600,000 shares will allow the Company to continue providing meaningful incentives to its service providers under the 2024 Plan. The Board of Directors believes the proposed share reserve appropriately balances the need to provide competitive equity incentives with the goal of limiting stockholder dilution over time. If the stockholders approve this proposal, the amendment to the 2024 Plan will become effective as of the date of stockholder approval. If stockholders do not approve this proposal, the amendment to the 2024 Plan described in this proposal will not take effect.

  51. Equity Incentive Plan

    | 40 | 2026 Proxy Statement | CareDx Inc. |

  52. Proposal 5

    | As of March 31, 2026 | Equity Plans(1) | | Total shares underlying outstanding stock options | 2,433,684 | | Weighted average exercise price of outstanding stock options | $20.62 | | Weighted average remaining life of outstanding stock options (in years) | 1.98 | | Total shares underlying outstanding RSUs | 4,209,704 | | Total shares underlying outstanding PRSUs(2) | 627,793 | | Total number of shares remaining available for future awards under our equity plans(1) | 1,855,798 |

  53. Proposal 5

    | Year | Weighted Average Common Stock Outstanding | Time-based Stock Options Granted | Performance- based Stock Options Granted | RSUs Granted and PRSUs Granted at Target | Gross Burn Rate | Expired and Forfeited Options and RSUs | Net Burn Rate | | 2023 | 53,764,705 | 680,788 | — | 4,028,424 | 9% | 1,646,333 | 6% | | 2024 | 52,773,247 | 1,053,285 | — | 3,726,419 | 9% | 816,550 | 8% | | 2025 | 53,287,546 | — | — | 2,123,644 | 4% | 1,488,052 | 1% |

  54. Proposal 5

    Proposal 5 Of the 2,433,684 stock options currently outstanding, many relate to underwater stock options. Based on a closing stock price on March 31, 2026, of $17.36, 1,282,713 stock options, with a weighted average strike price of approximately $30, are currently underwater and account for 12% of our overhang if the amendment to the 2024 Plan is approved. As we reduce our burn rate, we expect overhang to continue to come down in 2026. Key Features and Governance Practices We have incorporated a number of provisions in the 2024 Plan that are designed to protect stockholders and that we believe reflect strong governance practices, including the following: •No Evergreen: The 2024 Plan does not include an automatic share reload or “evergreen” provision. Additional stockholder approval will be required to increase the maximum number of shares reserved under the 2024 Plan. •No Repricing: The 2024 Plan prohibits the repricing of stock options and stock appreciation rights (“SARs”) without stockholder approval, the exchange or substitution of one award for another award that has the effect of reducing the exercise or purchase price and the cancellation or exchange of underwater awards for cash, another award or other property, except in the event of a capitalization adjustment (described below). •No Dividends on Unvested Awards: Dividends or dividend equivalents credited or payable in connection with an award under the 2024 Plan that is not yet vested will be subject to the same restrictions and risk of forfeiture as the underlying award. •No Liberal Share Recycling: The 2024 Plan prohibits liberal share recycling. Shares tendered by a participant or withheld by the Company in payment of the purchase price of a stock option or to satisfy any tax withholding obligation with respect to any option or SAR do not become available for issuance as future awards under the 2024 Plan.

  55. Proposal 5

    Proposal 5 •Limit on Non-Employee Director Compensation: The 2024 Plan contains an annual limit on cash and equity-based compensation that may be paid or granted, whether under the 2024 Plan or otherwise, to our non-employee directors of $750,000 (or $1,500,000 in the calendar year that the non-employee director first joins our Board of Directors). •Minimum Vesting: The 2024 Plan imposes a one-year minimum vesting requirement on awards granted thereunder, subject to certain exceptions set forth in the 2024 Plan. •Clawback Provision: Awards under the 2024 Plan are subject to our current clawback policy and to any future clawback policies that we may adopt. See “—Clawback/Recovery” discussed below. •No Automatic Single-Trigger Acceleration: In the event of a change in control (described below), the 2024 Plan does not provide for automatic single trigger acceleration. •Term and Exercise Price Limits on Options and SARs: Options and SARs granted under the 2024 Plan are subject to a maximum term of 10 years and, with the exception of certain awards assumed in a corporate transaction, may not be granted at a discount to the fair market value of our common stock on the grant date. •No Change in Control/280G Tax Gross-Ups: We do not provide our employees with tax gross-ups on change in control benefits. •No Liberal Change in Control Definition: The definition of Change in Control in the 2024 Plan does not include events where an actual change in control of the Company may not occur (e.g., commencement or announcement of a tender offer or stockholder approval of a merger). •Limited Transferability: Awards are not transferable except by will or by the laws of descent and distribution, or under a domestic relations order, subject to limited approvals that may be approved by the plan administrator; provided, unless approved by stockholders, no award can be transferred for value and no stock option or SAR can be transferred to a third- party financial institution.

  56. Awards Under the 2024 Plan

    Awards Under the 2024 Plan The 2024 Plan provides for the grant of ISOs, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to our employees and our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards and other forms of awards to our employees, directors and consultants and any of our affiliates’ employees and consultants. Stock Options. ISOs and NSOs will be granted under stock option agreements adopted by the plan administrator. The plan administrator will determine the exercise price for stock options, within the terms and conditions of the 2024 Plan, except the exercise price of a stock option (other than an option assumed or substituted in connection with a corporate transaction) generally will not be less than 100% (or 110% in the case of ISOs granted to a person who owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations, or a ten percent stockholder) of the fair market value of our common stock on the date of grant. Options granted under the 2024 Plan will vest at the rate specified in the stock option agreement as will be determined by the plan administrator. The terms and conditions of separate options need not be identical. No option will be exercisable after the expiration of ten years (or five years in the case of ISOs granted to a ten percent stockholder) or a shorter period specified in the applicable award agreement. Unless otherwise determined by the plan administrator or the terms of an option holder’s stock option agreement, or other written agreement between us and the recipient, provide otherwise, if an option holder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the option holder may generally exercise any vested options for a period of three months following the

  57. Proposal 5

    Proposal 5 cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws. If an option holder’s service relationship with us or any of our affiliates ceases due to death, or an option holder dies within a certain period following cessation of service, the option holder or a beneficiary may generally exercise any vested options for a period of 12 months following the date of death. If an option holder’s service relationship with us or any of our affiliates ceases due to disability, the option holder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. If a participant is suspended pending investigation of whether their service relationship with us or any of our affiliates shall be terminated for cause, the participant’s rights to exercise an option will be suspended during the investigation period. An option holder may not exercise an option at any time that the issuance of shares upon such exercise would violate applicable law. Unless determined by the Board of Directors or provided otherwise in the option holder’s stock option agreement or other written agreement between an option holder and us, if an option holder’s service relationship with us or any of our affiliates ceases for any reason other than for cause and, at any time during the last thirty days of the applicable post-termination exercise period: (i) the exercise of the option holder’s option would be prohibited solely because the issuance of shares upon such exercise would violate applicable law, (ii) the immediate sale of any shares issued upon such exercise would violate our trading policy or (iii) the plan administrator has suspended exercisability of such option holder’s option pending investigation of whether their service relationship with us or any of our affiliates shall be terminated for cause, then the applicable post-termination exercise period will be extended to the last day of the calendar month that begins after the date the award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period. There is no limitation as to the maximum permitted number of extensions. However, in no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (i) cash, check, bank draft or money order payable to us; (ii) a broker-assisted cashless exercise; (iii) subject to certain conditions, the tender of shares of our common stock previously owned by the option holder; (iv) a net exercise of the option if it is an NSO; or (v) other legal consideration approved by the plan administrator. Unless the plan administrator provides otherwise, options or stock appreciation rights generally will not be transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order. Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by any participant during any calendar year under all of our stock plans or plans of our affiliates may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, is a ten percent stockholder unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant; and (ii) the term of the ISO does not exceed five years from the date of grant. Restricted Stock Unit Awards. Subject to the terms of the 2024 Plan, each restricted stock unit award will have such terms and conditions as determined by the plan administrator. A restricted stock unit award represents a participant’s right to be issued on a future date the number of shares of our common stock that is equal to the number of restricted stock units subject to the award. A participant will not have voting or any other rights as a stockholder of ours with respect to any restricted stock unit award (unless and until shares are actually issued in settlement of a vested restricted stock unit award). A restricted stock unit award will generally be granted in consideration for a participant’s services to us or an affiliate, such that the participant will not be required to make any payment to us (other than such services) with respect to the grant or vesting of the restricted stock unit award, or the issuance of any shares pursuant to the restricted stock unit award. If, at the time of grant, the plan administrator determines that a participant must pay consideration upon the issuance of shares pursuant to a restricted stock unit award, such consideration may be paid in any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of stock (or any combination of our common stock and cash), or in any other form of consideration determined by the plan administrator and set forth in the restricted stock unit award agreement. At the time of grant, the plan administrator may impose such restrictions or conditions on the award of restricted stock units that delay delivery to a date following the vesting of the award in a manner intended to comply with Section 409A of the Code, as applicable. Additionally, dividends or dividend equivalents may be paid or credited in respect of shares covered by a restricted stock unit award, subject to the same restrictions on transferability and forfeitability as the underlying award with respect to which such

  58. Proposal 5

    Proposal 5 dividends or dividend equivalents are granted and subject to such other terms and conditions as determined by the plan administrator and specified in the applicable restricted stock unit award agreement. Except as determined by the plan administrator or otherwise provided in the applicable award agreement, or other written agreement between us and the recipient, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason. Restricted Stock Awards. Restricted stock awards will be granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us or any of our affiliates, or any other form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. The plan administrator will determine the terms and conditions of restricted stock awards, including vesting and forfeiture terms. Dividends or dividend equivalents may be paid or credited with respect to shares subject to a restricted stock award, subject to the same restrictions on transferability and forfeitability as the underlying award with respect to which such dividends or dividend equivalents are granted and subject to such other terms and conditions as determined by the plan administrator and specified in the applicable restricted stock award agreement. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of our common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right. Stock Appreciation Rights. Stock appreciation rights will be granted under stock appreciation right agreements adopted by the plan administrator and denominated in shares of common stock equivalents. The terms of separation stock appreciation rights need not be identical. The plan administrator will determine the purchase price or strike price for a stock appreciation right, which generally will not be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation right granted under the 2024 Plan will vest at the rate specified in the stock appreciation right agreement as will be determined by the plan administrator. Stock appreciation rights may be settled in cash or shares of our common stock (or any combination of our common stock and cash) or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right agreement. The plan administrator will determine the term of stock appreciation rights granted under the 2024 Plan, up to a maximum of 10 years. If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us or any of our affiliates ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation rights for a period of 18 months following the date of death. If a participant’s service relationship with us or any of our affiliates ceases due to disability, the participant may generally exercise any vested stock appreciation rights for a period of 12 months following the cessation of service. In the event of a termination for cause, stock appreciation rights generally terminate upon the termination date. If a participant is suspended pending investigation of whether their service relationship with us or any of our affiliates shall be terminated for cause, the participant’s rights to exercise a stock appreciation right will be suspended during the investigation period. A holder of a stock appreciation right may not exercise a stock appreciation right at any time that the issuance of shares upon such exercise would violate applicable law. Unless determined by the plan administrator or provided otherwise in the stock appreciation right agreement or other written agreement between the participant and us, if a participant’s service relationship with us or any of our affiliates ceases for any reason other than for cause and, at any time during the last thirty days of the applicable post-termination exercise period: (i) the exercise of the participant’s stock appreciation right would be prohibited solely because the issuance of shares upon such exercise would violate applicable law, (ii) the immediate sale of any shares issued upon such exercise would violate our trading policy or (iii) the plan administrator has suspended exercisability of such option holder’s option pending investigation of whether their service relationship with us or any of our affiliates shall be terminated for cause, then the applicable post-termination exercise period will be extended to the last day of the calendar month that begins after the date the award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period. There is no limitation as to the maximum permitted number of extensions. However, in no event may a stock appreciation right be exercised beyond the expiration of its term.

  59. 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.

  60. Changes to Capital Structure

    Changes to Capital Structure In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split, or recapitalization, the plan administrator will appropriately and proportionately adjust (i) the class and maximum number of shares subject to the 2024 Plan; (ii) the class and maximum number of shares that may be issued on the exercise of ISOs; and (iii) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding awards granted under the 2024 Plan. Change in Control. In the event of a change in control (as defined below), all outstanding awards as of the date of such change in control will be treated in the manner described in the definitive agreement evidencing such change in control (or, in the event that such change in control is not effected pursuant to a definitive agreement to which the Company is a party, in the manner determined by our Board of Directors). For the avoidance of doubt, the definitive agreement (or the Board of Directors’ determination) does not need to treat all awards outstanding under the 2024 Plan (or portions thereof) in an identical matter. Unless otherwise provided in a participant’s award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the plan administrator at the time of grant (and without limiting the prior sentence), any awards outstanding under the 2024 Plan may be assumed, continued or substituted for, in whole or in part, by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to our common stock issued pursuant to awards may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such awards, then (i) with respect to any such awards that are held by participants whose continuous service has not terminated prior to the effective time of the change in control, or current participants, the vesting (and exercisability, if applicable) of such awards will be accelerated in full (or, in the case of awards with performance-based vesting with multiple vesting levels depending on the level of performance, unless provided otherwise in the applicable award agreement, vesting will accelerate at 100% of the target level or such greater level as determined by the Board) to a date prior to the effective time of the change in control (contingent upon the effectiveness of the corporate transaction), and such awards will terminate if not exercised (if applicable) at or prior to the effective time of the change in control, and any reacquisition or repurchase rights held by us with respect to such awards will lapse (contingent upon the effectiveness of the change in control); and (ii) any such awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the occurrence of the change in control, except that any reacquisition or repurchase rights held by us with respect to such awards will not terminate and may continue to be exercised notwithstanding the change in control. In the event an award will terminate if not exercised prior to the effective time of a change in control, the plan administrator may provide, in its sole discretion, that the holder of such award may not exercise such award but instead will receive a payment, in such form as may be determined by the plan administrator, equal in value to the excess (if any) of (i) the value of the property the participant would have received upon the exercise of the award, over (ii) any per share exercise price payable by such holder, if applicable. As a condition to the receipt of an award, a participant will be deemed to have agreed that the award will be subject to the terms of any agreement under the 2024 Plan governing a corporate transaction involving us. Awards to be granted under the 2024 Plan may be subject to acceleration of vesting and exercisability upon or after a change in control (as defined below) as may be provided in the applicable stock award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.

  61. 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.

  62. Amendment or Termination

    Amendment or Termination The plan administrator may accelerate the time at which an award granted under the 2024 Plan may first be exercised or the time during which an award grant under the 2024 Plan or any part thereof will vest, notwithstanding the provisions in the award agreement stating the time at which it may first be exercised or the time during which it will vest. The plan administrator will have the authority to amend, suspend or terminate the 2024 Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments will also require the approval of our stockholders. No ISOs may be granted after the tenth anniversary of the effective date of the 2024 Plan. No awards may be granted under the 2024 Plan while it is suspended or after it is terminated. Form S-8 Registration Statement We intend to file a registration statement on Form S-8 to register the additional shares of our common stock approved under the amendment to the 2024 Plan. New Plan Benefits As described above, the selection of participants who will receive awards under the 2024 Plan and the size and types of awards will be determined by the plan administrator at its discretion. None of the shares authorized by the amendment to the 2024 Plan have been awarded to any of the directors or employees, and no commitment has been made to award any such shares. The plan administrator has authority to authorize future awards under the 2024 Plan from time to time. The value of any future equity awards will ultimately depend on the nature and size of the awards, the future price of our common stock and the exercise decisions made by the participants, among other factors, and will be subject to such vesting conditions under the 2024 Plan as the plan administrator determines from time to time. Therefore, the amount of any future awards under the 2024 Plan is not yet determinable and it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of employees. Currently, our non-employee directors are entitled to receive cash and equity compensation for their service as directors as described above under “Board of Directors and Corporate Governance—Director Compensation.” For further details on the awards granted during the fiscal year ended December 31, 2025 under the 2024 Plan, please refer to the executive and director compensation tables beginning on page 68 and 32, respectively, of this proxy statement.

  63. 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:

  64. 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.

  65. Incentive Stock Options

    | CareDx Inc. | 2026 Proxy Statement | 53 |

  66. 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.

  67. 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.

  68. Deductibility of Executive Compensation

    | | Our Board of Directors unanimously recommends that our Stockholders vote “FOR” the approval of the amendment to the 2024 Equity Incentive Plan. |

  69. Key 2025 Compensation Highlights

    Key 2025 Compensation Highlights •Achieved 91.5% Say-on-Pay support in 2025 •Annual cash bonuses paid at 117%–124% of target, reflecting above-target financial and departmental performance •Shifted equity mix from 70% RSUs / 30% PRSUs in 2025 to 50% RSUs / 50% PRSUs in 2026, strengthening pay-for- performance alignment •Eliminated stock option grants for NEOs, reducing burn rate •Adopted revised stock ownership guidelines for executive officers and directors •2025 gross burn rate below ISS industry benchmark

  70. Use of Independent Compensation Consultant

    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.

  71. Use of Independent Compensation Consultant

    | CareDx Inc. | 2026 Proxy Statement | 61 |

  72. Use of a Peer Group

    Use of a Peer Group With the assistance and recommendations of Alpine, the Compensation and Human Capital Committee has developed a peer group of companies for use in making compensation decisions as a reference group to provide a broad perspective on competitive pay levels and practices with respect to compensation paid in fiscal year 2025. When selecting appropriate peers, the general criteria used were: •Industry – US-based companies focused on the discovery, development, and commercialization of clinical diagnostic solutions, including genetic testing and sequencing •Revenues – between $150 million and $850 million •Market Capitalization – between $400 million and $4 billion For compensation decisions for fiscal year 2025, the following public companies were selected as our peer group: 2025 Peer Group

  73. Use of a 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. |

  74. Use of a Peer Group

    *New for 2025. Invitae, NanoString Technologies, OraSure Technologies and Renalytix were removed for 2025 from the 2024 peer group of companies.

  75. Use of a Peer Group

    | 62 | 2026 Proxy Statement | CareDx Inc. |

  76. Executive Compensation

    Executive Compensation The Compensation and Human Capital Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our executive officers, including our NEOs. Instead, in making its determinations, the Compensation and Human Capital Committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, as well as more broad-based compensation surveys to gain a general understanding of market compensation levels.

  77. 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 •Cash bonuses, which are based on our financial and strategic goals. The three metrics used for 2025 cash bonuses were: •Revenues - 40% weighting •Adjusted EBITDA - 40% weighting •Cash - 20% weighting | | Long-Term Incentives | Long-Term | Aligns the interests of management and stockholders and serves as an important retention vehicle; supports the achievement of strong stock price growth | •Annual equity awards comprising of both RSUs and PRUSs. The weighting of the awards were 70% RSUs and 30% PRSUs for our NEOs in 2025. In 2026, this weighting increased to 50% PRSUs and 50% RSUs for our NEOs. •PRSUs granted to our NEOs in 2025 and 2026 have a two-year performance period with one year of additional time vesting thereafter, and are based on revenue goals. •RSUs granted to our NEOs in 2025 and 2026 vest over three years. •In 2025, we did not grant stock options to our NEOs. This is aligned with our strategy of reducing burn rate. |

  78. Executive Compensation

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

  79. Target Pay Mix

    Target Pay Mix Our target pay mix reflects our philosophy of aligning executive compensation with shareholder interests. A significant portion of our executives’ compensation is variable, with a majority delivered through long-term incentives. In 2026, we further strengthened the alignment between pay and performance by increasing the proportion of Performance Restricted Stock Unit awards.

  80. Base Salary

    Base Salary Base salary is the only fixed component of our executive officers’ total cash compensation and provides competitive pay to attract and retain our executives. Generally, we use base salary to provide each executive officer with a specified level of cash compensation during the year with the expectation that they will perform their responsibilities to the best of their ability and in our best interests. Annual salary decisions are made in recognition of competitive data as well as the skills and experience that each individual brings to CareDx and the performance contributions each makes. Base salary changes in 2025 varied by executive due either to merit increases and/or market adjustments. The increases in 2025 were based on a review of market data from Alpine for similar roles and positions within our compensation peer group and an assessment of the following factors: •Peer group data and external market information; •Individual performance; •The level of responsibility assumed and the nature and complexity of each NEO’s role; •The leadership demonstrated to create and promote a day-to-day working environment; and •The desire to attract, engage and retain NEOs capable of achieving our strategic objectives and the marketability and criticality of retention of NEOs. The 2025 salary changes were effective April 1, 2025, other than as set forth in footnotes below. The footnotes below describe the changes to base salary during fiscal year 2025. Actual amounts of salary paid to our NEOs are described in the “Summary Compensation Table” below.

  81. Annual Incentives

    Annual Incentives Our 2025 cash bonus program, adopted pursuant to our Executive Compensation Plan, is designed to provide a financial incentive to reward key executives for the achievement of annual corporate performance objectives. Under the cash bonus program, each NEO has an award opportunity expressed as a percentage of their base salary. Payments under the cash bonus program are based on pre-established company metrics and departmental goals. Actual performance against these metrics determines the Company factor for purposes of calculating payments under the cash bonus program (the “Company Factor”) and determines the level of vesting of the 2025 and 2026 PRSUs. Threshold levels of performance must be met for bonuses to be earned and vesting to occur. For purposes of our cash bonus program, in 2025, the Company Factor could range from zero to 200%. For fiscal year 2025, the cash bonus program was weighted 70% on a Company Factor and 30% on a Departmental Factor.

  82. Annual Incentives

    | 66 | 2026 Proxy Statement | CareDx Inc. |

  83. Executive Compensation

    Executive Compensation For the Company Factor, the Compensation and Human Capital Committee selected Revenue as the primary financial performance measure to be used to determine annual cash bonuses as it is the best indicator of our growth and selected Adjusted EBITDA and Cash as the second and third measure to determine annual cash bonuses to provide an incentive to manage our cash expenditures as we navigated toward profitability. The Company Factor had three metrics: Revenue (weighted at 40%), Adjusted EBITDA (weighted at 40%), and Cash (weighted at 20%). Adjusted EBITDA is defined as non-GAAP net income (loss) before net interest income, income tax expense, depreciation and other (income) expense and excludes the impact of a $6.5 million special cash payment made to non-executives in lieu of equity grants during the fourth quarter of fiscal year 2025. Cash is defined as cash and cash equivalents including marketable securities, excluding $88 million of cash used in share repurchases carried out during fiscal year 2025. For each of these Company metrics, in the first quarter of fiscal year 2025, the Compensation and Human Capital Committee established performance thresholds at the following levels: less than 50% (threshold) achievement; 100% (target) achievement; and 200% or greater achievement (maximum). The Departmental Factor was based on departmental goals which were designed to align with the Company’s business priorities and strategic objectives, focusing on execution against key operational, product, technology, and infrastructure initiatives. Each of the Company's 9 departments developed individualized goals. For example, the Commercial department's goals included launching new services and products and expanding our in-network access for patients and the Operations’ department's goals included strengthening tools and processes. The Departmental metrics had the same threshold achievement of 50% and target achievement of 100% as the Company metrics but the maximum achievement was 125%. Bonus payouts are determined as a percentage of each NEO’s target bonus opportunity, such that threshold performance results in a payment of 50 % of target bonus opportunity; target performance results in 100% of target bonus opportunity and maximum performance results in payment of up to 177.5%, with linear interpolation used for achievement between threshold and maximum. Company Financial Metrics (2025)

  84. Executive Compensation

    | | Weighting | Actual | Achievement (% of Target Payout) | | Revenue | 40% | $380M | 88% | | Adjusted EBITDA | 40% | $32M | 123% | | Cash | 20% | $200M | 200% | | Total Financial Goals | | | 124% |

  85. Executive Compensation

    Executive Compensation The Departmental goal achievement was between 100% and 125%, with the achievement by NEO shown in the table below. The Compensation and Human Capital Committee elected to award bonuses between 117% and 124% of target to NEOs when factoring in this performance. To arrive at each NEO’s earned bonus for fiscal year 2025, the Compensation and Human Capital Committee multiplied the NEO’s eligible earnings, by the NEO’s annual target bonus percentage, and then by the Company and Departmental Factor (with 70% weighted to company and 30% to department). The annual incentive cash bonuses paid to our NEOs for 2025 were:

  86. Executive Compensation

    | Named Executive Officer | Eligible Earnings for Purposes of Bonus* ($) | 2025 Annual Target Bonus (% of base) (%) | Company Factor (70% Weighting) (%) | Departmental Factor (30% Weighting) (%) | 2025 Earned Bonus ($) | | John W. Hanna | 694,231 | 100 | 124 | 120 | 852,515 | | Keith Kennedy | 588,269 | 60 | 124 | 117 | 430,260 | | Jessica Meng | 485,962 | 60 | 124 | 115 | 353,683 | | Jeffrey Novack | 363,077 | 50 | 124 | 108 | 216,394 | | Abhishek Jain(1) | 441,675 | 60 | 124 | 100 | 309,526 | | Nathan Smith | 156,923 | 50 | 124 | 100 | 91,643 |

  87. Long-Term Incentives

    Long-Term Incentives Our focus on long-term value creation results in our executive compensation program having a heavy weighting toward equity compensation, which historically included stock options, RSUs and PRSUs and, with respect to fiscal year 2025, includes RSUs and PRSUs. We rely heavily on equity compensation that vests over a multi-year period to ensure that a significant portion of a named executive officer’s compensation opportunity is related to factors that directly or indirectly influence stockholder value. Our Compensation and Human Capital Committee believes this serves as a reward for appreciation in our stock price and long-term value creation, and enables us to achieve our retention objectives. Further, equity participation establishes a sense of ownership and aligns executives’ interests with those of our stockholders. In 2025, we provided Mr. Smith initial long-term incentives via a mix of PRSUs and RSUs as a material inducement to agreeing to enter into employment with the Company. In addition, as a part of the normal annual grant cycle, we provided each of Messrs. Hanna, Jain, Kennedy, Novack, and Ms. Meng long-term incentives in the form of PRSUs and RSUs. Approximately 30% of the value of the equity awards granted to our NEOs during 2025 was in the form of long-term PRSUs (two-year performance period and overall three-year vesting period) and 70% of the value was in the form of long-term RSUs (three-year vesting period). The Compensation and Human Capital Committee believes this structure is appropriate for us given our current competitive recruiting landscape and focus on retention, our current company size and our current growth trajectory. In 2026, we shifted the PRSU/RSU mix to a 50%50% mix to strengthen the alignment of executive compensation to performance. As noted above, in “Director Compensation” we also maintain a deferral election program in which our NEOs are eligible to participate. As of December 31, 2025, none of our NEOs held any deferred stock awards.

  88. Long-Term Incentives

    | 68 | 2026 Proxy Statement | CareDx Inc. |

  89. 2025 Annual Equity Grants

    2025 Annual Equity Grants A summary of (i) our regular, annual cycle grants for fiscal year 2025 for all our NEOs other than Mr. Smith, which were granted on March 23, 2025, and (ii) the new hire grant for Mr. Smith, which was granted in August 2025, is set forth in the table below.

  90. 2025 Annual Equity Grants

    | | RSUs | | PRSUs | | | | | Named Executive Officer(1) | (#) | ($)(2) | Target (#) | Maximum (#) | Target ($)(2) | Maximum ($)(2) | | John Hanna | 200,706 | 3,935,845 | 86,017 | 172,034 | 1,686,793 | 3,373,587 | | Keith Kennedy | 77,195 | 1,513,794 | 33,083 | 66,166 | 648,758 | 1,297,515 | | Jessica Meng | 61,756 | 1,211,035 | 26,467 | 52,934 | 519,018 | 1,038,036 | | Jeffrey Novack | 23,158 | 454,128 | 9,925 | 19,850 | 194,629 | 389,259 | | Abhishek Jain | 55,580 | 1,089,924 | 23,820 | 47,640 | 467,110 | 934,220 | | Nathan Smith | 42,000 | 506,940 | 18,000 | 36,000 | 217,260 | 434,520 |

  91. 2025 Annual Equity Grants

    (1)This table reflects our regular, annual cycle of grants for fiscal year 2025, which grants were awarded in March 2025 for all NEOs with the exception of Mr. Smith. Mr. Smith’s employment with the Company commenced in August 2025 and his awards represent his new hire inducement grants that were awarded in August 2025. (2)The awards were granted on March 23, 2025. Amounts set forth in this column generally represent the aggregate grant date fair value of the awards granted to each listed NEO, computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts that may be paid to or realized by the NEOs.

  92. 2025 PRSUs

    2025 PRSUs In early 2025, our Compensation and Human Capital Committee granted PRSUs to our executive officers that include 2025 and 2026 as its performance period. The PRSUs are designed to further reward key executives for the achievement of corporate performance objectives. The 2025 PRSUs use Revenue metrics for funding and performance purposes. In determining the metrics to be used for the PRSUs, the Compensation and Human Capital Committee chose revenue targets tied to our Corporate Long Range Plan and determined that this was the most important financial measure for our company to focus on for the 2025-2026 performance period as the best indicator of our growth. For purposes of the PRSUs, the Compensation and Human Capital Committee established threshold performance at 50% achievement; target performance at 100% achievement; and maximum performance at 200% achievement. The PRSUs are long-term incentives and have a two-year performance period with one year of additional vesting. The Company believes that this combination of performance and time-based vesting is appropriate given a new leadership team and the volatility of the industry. In February 2026, the Compensation and Human Capital Committee determined that the performance criteria for the PRSUs were achieved at 87.5% of target performance levels, resulting in 43.75% of the PRSUs vesting at the end of the first one-year performance period on February 1, 2026. The remaining 50% will vest half on February 1, 2027 and half on February 1, 2028 subject to 2026 revenue performance.

  93. 2025 RSUs

    2025 RSUs The RSUs granted to Messrs. Hanna, Kennedy, Jain, and Novack and Ms. Meng in 2025 vest over three years with one-third vesting one year from the grant date and the remainder in equal quarterly installments, subject to the executive’s continuing service on each vesting date.

  94. 2025 RSUs

    | CareDx Inc. | 2026 Proxy Statement | 69 |

  95. Inducement RSUs

    Inducement RSUs In connection with his appointment as an executive officer, and as provided in his offer letter, Mr. Smith was granted, an award of RSUs under the 2025 Inducement Equity Incentive Plan that vest over four years in equal annual installments beginning on the one-year anniversary of the date of grant, subject to his continued provision of services to the Company on each vesting date, except on certain qualifying terminations of employment as otherwise provided in his Change of Control and Severance Agreement as further detailed in “Potential Payments and Benefits upon Termination or Change of Control for Officers”. The size of the inducement award was determined in consultation with the Company's compensation advisor, Alpine Rewards, considering peer CFO compensation and the need to build a competitive total compensation package.

  96. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Following the end of each fiscal year, typically in February, the Compensation and Human Capital Committee reviews the Company’s results and our NEOs’ performance, and, based on those reviews, grants equity awards to our named executive officers. In certain circumstances, including the hiring of an officer, the Compensation and Human Capital Committee may approve grants to be effective at other times. The Compensation and Human Capital Committee does not take material nonpublic information into account when determining the timing and terms of equity awards granted to non-employee directors or named executive officers. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  97. 2026 Annual Equity Grants

    2026 Annual Equity Grants In March 2026, the Compensation and Human Capital Committee approved annual equity grants to our executives, including each of our NEOs, which grants were comprised of 50% RSUs and 50% PRSUs. RSUs vest over a three-year period subject to continued employment through each applicable vesting date, and PRSUs are eligible to become earned and vested over a two- year performance period (including the 2026 and 2027 calendar years as the performance years) with one year of additional vesting of earned PRSUs after the conclusion of such performance period. The PRSUs use revenue as the metric for funding and vesting, which the Compensation and Human Capital Committee determined to be the most important financial measure for the Company to focus on for the 2026-2027 performance period. For purposes of the PRSUs, the Compensation and Human Capital Committee established performance thresholds at the following levels: 50% or greater achievement; 100% or greater achievement; and 200% or greater achievement with linear interpolation between performance achievement level.

  98. Employment- and Service-related Agreements with our NEOs

    Employment- and Service-related Agreements with our NEOs The Company is party to “at will” agreements and Change of Control and Severance Agreements with each of our NEOs. In addition, in March 2025 we entered into an Amended and Restated Change in Control and Severance Agreement with Mr. Jain and, in connection with Mr. Jain’s transition from the Company in August 2025, we entered into a Consulting Agreement with him. For a summary of the material terms of each NEO’s employment-related agreements, see “Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table” below.

  99. Executive Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | John W. Hanna President and Chief Executive Officer(4) | 2025 | 693,269 | — | 5,622,638 | — | 852,515 | 11,277(5) | 7,179,699 | | | 2024 | 454,327 | — | 3,999,993 | 4,001,031 | 960,577 | 8,401 | 9,424,329 | | Keith Kennedy Chief Operating Officer and Chief Financial Officer(4)(10) | 2025 | 587,606 | — | 2,162,552 | — | 430,260 | 38,813(6) | 3,219,231 | | | 2024 | 148,173 | — | 2,063,072 | 2,063,346 | 204,346 | 33,278 | 4,512,215 | | Jessica Meng Chief Commercial Officer(4) | 2025 | 485,414 | — | 1,730,053 | — | 353,683 | 10,230(7) | 2,579,380 | | | 2024 | 122,404 | — | 1,547,312 | 1,547,504 | 168,808 | 6,500 | 3,392,528 | | Jeffrey Novack General Counsel and Secretary(4) | 2025 | 361,923 | — | 648,758 | — | 216,394 | 12,477(8) | 1,239,552 | | | 2024 | 326,923 | 75,000 | 592,545 | — | 272,000 | 10,376 | 1,276,844 | | Abhishek Jain Former Chief Financial Officer(9) | 2025 | 282,100 | — | 1,557,034 | — | 309,526 | 489,274(10) | 2,637,934 | | | 2024 | 411,169 | 300,000 | 1,549,738 | — | 493,403 | 8,400 | 2,762,710 | | | 2023 | 405,000 | 100,000 | 1,924,614 | 481,973 | 174,300 | 8,820 | 3,094,707 | | Nathan Smith Former Chief Financial Officer(4)(10) | 2025 | 141,539 | — | 724,200 | — | 91,643 | 10,577(11) | 967,959 |

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

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

  101. CEO Pay Ratio for Fiscal Year 2025

    CEO Pay Ratio for Fiscal Year 2025 •The median of the 2025 annual total compensation of all our employees, excluding our CEO, was $148,417; •The annualized total compensation of our CEO in 2025 was $7,179,699; and •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 48 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.