CareDx (CDNA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, with a record date of April 15, 2026.

• Key proposals include director elections, auditor ratification, executive compensation, vote frequency on compensation, and an amendment to the 2024 Equity Incentive Plan.

• Management highlights strong execution in 2025, with a focus on sustainable growth and value creation.

• Shareholders are encouraged to vote via internet, phone, or mail, and can attend the meeting virtually.

Voting matters and shareholder proposals

• Five directors are nominated for election to serve until the 2027 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation and on the frequency of such votes (Board recommends annual votes).

• Proposal to amend the 2024 Equity Incentive Plan to increase reserved shares by 1,600,000.

• Shareholders may submit proposals for the 2027 meeting between February 13 and March 15, 2027.

Board of directors and corporate governance

• Board will reduce from ten to eight members after the meeting; five nominees are current directors.

• Board committees include Audit and Finance, Compensation and Human Capital, Governance and Nominating, and Technology and Innovation.

• All committee members are independent under Nasdaq and SEC rules.

• Board diversity includes a mix of industry, financial, operational, and ESG expertise.

• Board leadership is separated, with an independent Chairman.