CAREDX INC (CDNA)
Sector: Health Care
2026 Annual Meeting Analysis
CAREDX INC · Meeting: June 11, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director (since 2003/independent since 2014) with strong biotechnology and investment credentials; CDNA's 3-year price return of +151.4% outperforms the peer group median by +184.8 percentage points, far exceeding the 65-point threshold required to trigger an against vote, and no other policy flags apply.
Joined the board in March 2024 (less than 24 months ago), making him exempt from the TSR performance trigger under our policy; he is an independent, qualified CPA and former CFO serving as Audit Committee Chair with clear financial expertise.
Joined the board in 2025 (less than 24 months ago) and is therefore exempt from the TSR performance trigger; brings relevant healthcare administration experience as CEO of UCSF Health, with no other policy flags.
Long-serving independent Chairman (since 2011) with deep life sciences and governance experience; CDNA's 3-year outperformance of peers by +184.8 percentage points far exceeds the 65-point threshold needed to trigger an against vote, and no overboarding, attendance, or other policy concerns are identified.
Joined the board in 2024 (less than 24 months ago) and is exempt from the TSR performance trigger as CEO-director; brings relevant industry experience in molecular diagnostics and the stock's strong 3-year performance further supports a favorable assessment.
All five director nominees receive a FOR vote. CDNA's 3-year stock price return of +151.4% outperforms the disclosed peer group median by +184.8 percentage points, well above the 65-point threshold required to trigger against votes under our policy. Two nominees (Riggsbee, Gunasekaran) and the CEO-director (Hanna) joined within the past 24 months and are individually exempt from the TSR trigger. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
John W. Hanna
Total Comp
$7,179,699
Prior Support
N/A
CEO John W. Hanna received total compensation of $7,179,699 in 2025, which is within a reasonable range for a CEO at a ~$1.1B healthcare/diagnostics company given competitive market conditions; the company has a meaningful clawback policy adopted in 2023 compliant with Nasdaq/SEC rules, and the compensation structure includes meaningful equity components aligned with long-term performance. CDNA's 3-year stock price return of +151.4% substantially outperforms the peer group median of -33.4%, meaning any above-benchmark variable pay is strongly supported by the pay-for-performance alignment check, as shareholders have received exceptional returns over the measurement period.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
8 yrs
Audit Fees
$2,428,400
Non-Audit Fees
$3,790
Non-audit fees of $3,790 represent only 0.16% of audit fees of $2,428,400, far below the 50% threshold that would raise independence concerns; Deloitte was appointed in April 2018 giving it approximately 8 years of tenure, well below the 25-year threshold; Deloitte is a Big 4 firm appropriate for a $1.1B company; no material restatements were disclosed.
Overall Assessment
All standard proposals — director elections, auditor ratification, and say-on-pay — receive FOR votes. CDNA's exceptional 3-year stock performance (+151.4%, outperforming peers by +184.8 percentage points) eliminates any TSR-based director concerns, Deloitte's fee structure is clean with negligible non-audit fees, and the CEO compensation program is supported by strong pay-for-performance alignment. The equity plan share increase (Proposal 5) and say-on-frequency vote (Proposal 4) fall outside the current policy scope and are noted for shareholder awareness.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing