CAREDX, INC. (NASDAQ:CDNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 22, 2019, the board of directors (the Board) of CareDx, Inc. (the Company) appointed Christine M. Cournoyer as a Class II director of the Company. Ms. Cournoyers service on the Board will commence on September 1, 2019.
Christine Cournoyer was previously the Chairperson and Chief Executive Officer for N-of-One. N-of-One is a leader in precision medicine delivering clinical and molecular decision support for targeted therapies decisions based on a cancer patients molecular profile. Prior, she was the Vice President of Clinical Analytics at Optum, through the acquisition of Picis where she was the President and COO. At Optum and Picis, Cournoyer was responsible for clinical EHR solutions and clinical decision support (CDS) solutions. Cournoyer has also held roles at Harte Hanks, Lotus, and IBM. At Lotus she was the Chief Information Officer. At IBM she was Vice President of Global Business Transformation responsible for driving the digital strategy for global software fulfillment for the $8B software business.
She has provided technology expertise and guidance on the digital strategy for three public boards including Stride Rite, GTECH, and BJs Wholesale group, and has been a director for Emerson Hospital. Cournoyer holds a B.S in Business Administration, University of Massachusetts, an MA in Economics, Northeastern University and has attended MITs Executive Education Program.
As a non-employee director, Ms. Cournoyer will be entitled to receive cash compensation and nondiscretionary, automatic grants of non-statutory stock options and restricted stock units and standard annual retainers for membership on the Board and the committees of the Board, as follows: an annual cash retainer of $40,000 for her service on the Board, paid on a quarterly basis; an initial stock option to purchase shares of our common stock having a grant date fair value of $150,000, rounded to the nearest whole share, which option will vest on a monthly basis over three years; and an award of restricted stock units having a grant date fair value of $150,000, rounded to the nearest whole share, which will vest in three equal, annual installments beginning with the first annual anniversary from the date of grant. In addition, under the Companys current outside director compensation policy, on the first business day after each annual meeting of our stockholders, as a non-employee director, Ms. Cournoyer will be automatically granted an option to purchase additional shares of our common stock having a grant date fair value of $100,000, rounded to the nearest whole share, and an award of restricted stock units having a grant date fair value of $100,000, rounded to the nearest whole share.
The Company will also enter into an indemnification agreement with Ms. Cournoyer in the same form as its standard form of indemnity agreement with its other directors.
There are no family relationships between Ms. Cournoyer and any director or executive officer of the Company, and she was not selected by the Board to serve as a director to any arrangement or understanding with any person. Ms. Cournoyer has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
On August 27, 2019, the Company issued a press release announcing the appointment of Ms. Cournoyer to the Board. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release dated August 27, 2019. |