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 OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June27, 2018, the board of directors (the “Board”) of CareDx, Inc. (the “Company”) appointed Amy Abernethy, M.D., Ph.D. as a ClassI director of the Company. Dr.Abernethy’s service on the Board will commence on July1, 2018. Dr.Abernethy will serve as a member of the Science and Technology Committee of the Board and the Nominating and Corporate Governance Committee of the Board.
Dr.Abernethy has served as chief medical officer and senior vice president of oncology at Flatiron Health, Inc., a healthcare technology company, or Flatiron, since July 2014. Before joining Flatiron, she was a professor of medicine in the Duke University School of Medicine from November 2008 to July 2015 and ran the Center for Learning Health Care in the Duke Clinical Research Institute from March 2012 to July 2015. She was also director of the Duke Cancer Care Research Program in the Duke Cancer Institute between 2008 and 2015. She also holds the title of adjunct professor of medicine in the Duke University School of Medicine, and previously held a number of progressive faculty and clinical roles at Duke University and Flinders University of South Australia. Dr.Abernethy received her B.A. in biochemistry from the University of Pennsylvania and her M.D. from the Duke University School of Medicine. She also received a Ph.D. from Flinders University of South Australia. Dr.Abernethy serves on the Board of Directors of athenahealth, Inc., a software platform company offering medical practice automation and claims management services.
As a non-employee director, Dr.Abernethy 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 $35,000 for her service on the Board and an annual retainer of $5,000 for her service on the Nominating and Corporate Governance Committee and $5,000 for her service on the Science and Technology Committee, in each case paid on a quarterly basis; an initial stock option to purchase 30,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the date of grant, which option will vest on a monthly basis over three years; and an award of 10,000 restricted stock units, which will vest in three equal, annual installments beginning with the first annual anniversary from the date of grant. In addition, under the Company’s current outside director compensation policy, on the first business day after each annual meeting of our stockholders, as a non-employee director, Dr.Abernethy will be automatically granted an option to purchase an additional 15,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the date of grant and an award of 5,000 RSUs.
The Company also entered into an indemnification agreement with Dr.Abernethy in the same form as its standard form of indemnity agreement with its other directors.
There are no family relationships between Dr.Abernethy 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. Dr.Abernethy has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
On June28, 2018, the Company issued a press release announcing the appointment of Dr.Abernethy to the Board. A copy of the press release is filed herewith as Exhibit 99.1.
Item 5.02. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release dated June28, 2018. |
CareDx, Inc. ExhibitEX-99.1 2 d641377dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Flatiron Health CMO/CSO Joins CareDx Board of Directors Amy Abernethy adds clinical expertise and patient data insights to the CareDx Board BRISBANE,…To view the full exhibit click here
About CAREDX, INC. (NASDAQ:CDNA)
CareDx, Inc. is a molecular diagnostics company. The Company is focused on the discovery, development and commercialization of clinically differentiated diagnostic surveillance solutions for transplant patients. The Company’s commercialized testing solution, the AlloMap heart transplant molecular test (AlloMap), is a gene expression test that helps clinicians monitor and identify heart transplant recipients with stable graft function having a low probability of moderate/severe acute cellular rejection. Its products under development for transplant monitoring include AlloSure, a development-stage transplant surveillance solution, which applies next generation sequencing to detect and quantitate genetic differences between donor-derived cell-free deoxyribonucleic acid (dd-cfDNA) in the blood stream emanating from the donor heart. It offers the AlloMap Score Variability service, which provides complementary information to help personalize long-term care of heart transplant recipients.
