Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 18, 2022, Ankur Dhingra, the Chief Financial Officer (principal
accounting and financial officer) of CareDx, Inc. (the "Company"), notified the
Company of his intent to resign from the Company, effective as of the end of the
day on May 25, 2022, to pursue another career opportunity. Mr. Dhingra's
resignation is not a result of any disagreement with the Company or any matter
relating to its accounting or financial policies or procedures or regulatory
matters. The Company has launched a formal search process to identify
Mr. Dhingra's successor with the assistance of an established search firm.
In connection with Mr. Dhingra's resignation, on May 20, 2022, the Company
entered into a consulting agreement with Mr. Dhingra (the "Consulting
Agreement"). Pursuant to the Consulting Agreement, commencing May 27, 2022,
Mr. Dhingra will provide up to 20 hours of consulting services to the Company
per month for an initial period of four months (the "Initial Period"), which,
subject to the agreement of the Company and Mr. Dhingra, may be extended for an
additional two month period, for a total consulting period of up to six months.
As consideration for the services to be provided by Mr. Dhingra to the Company
pursuant to the Consulting Agreement, the Company will pay Mr. Dhingra $10,000
per month of services provided during the term of the Consulting Agreement, as
well as a one-time payment of $10,000, payable at the end of the Initial Period.
The Consulting Agreement also contains customary confidentiality and
non-solicitation provisions.
The foregoing description of the Consulting Agreement is not complete and is
qualified in its entirety by reference to the full text of the Consulting
Agreement, which will be filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ending June 30, 2022.
The Company appointed Abhishek Jain, age 46, as the Company's Interim Chief
Financial Officer, effective May 26, 2022. Upon commencement of his appointment,
Mr. Jain will assume the duties of the Company's principal financial officer and
principal accounting officer until such time as his successor is appointed, or
until his earlier resignation or removal. There are no reportable family
relationships or related party transactions (as defined in Item 404(a) of
Regulation S-K) involving the Company and Mr. Jain.
Since joining CareDx in August 2021, Mr. Jain has been serving as the Company's
Vice President, Corporate Controller, where he has been responsible for global
accounting functions and SEC filings. During that time, he has worked closely
with CareDx's Audit Committee of its Board of Directors, FP&A team and business
partners. Prior to joining CareDx, Mr. Jain spent 20 years at Agilent
Technologies, Inc., in a number of progressing finance positions and
customer-facing roles, including his last role where he helped drive
above-market growth for orders of an approximately $5 billion revenue business.
Mr. Jain has extensive knowledge in driving channel strategy, expanding margins,
scaling operations, and leading global teams. Mr. Jain is a member of the
Institute of Chartered Accountants of India.
In connection with Mr. Jain's appointment as Interim Chief Financial Officer,
the Company entered into a promotion letter, dated May 21, 2022 (the "Jain
Promotion Letter"). Pursuant to the Jain Promotion Letter, effective May 26,
2022, Mr. Jain's annualized salary will be $305,000, and he will have a target
annual performance bonus of 35% of his base salary for fiscal year 2022. His
salary and performance bonus percentage may be adjusted in the future at the
discretion of the Compensation Committee of the Company's Board of Directors.
Mr. Jain's employment is on an "at will" basis. The Jain Promotion Letter also
provides that Mr. Jain will be granted an option to purchase 10,000 shares of
the Company's common stock (the "Option") and 15,000 restricted stock units
("RSUs") under the Company's 2014 Equity Incentive Plan, as amended, on May 26,
2022. The Option will vest, subject to Mr. Jain's continued employment with the
Company, 1/4th on the one-year anniversary of the grant date, and 1/48th of the
total number of shares subject to the Option will vest at the end of each
calendar month thereafter. The RSUs will vest, subject to Mr. Jain's continued
employment with the Company, 1/4th on the one-year anniversary of the grant
date, and 1/4th of the total number of shares subject to the RSUs will vest on
each one-year anniversary thereafter.
The foregoing description of the Jain Promotion Letter is not complete and is
qualified in its entirety by reference to the full text of the Jain Promotion
letter, which will be filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ending June 30, 2022.
In connection with Mr. Jain's appointment as the Company's Interim Chief
Financial Officer, the Company will also enter into an indemnification agreement
with Mr. Jain in the same form as its standard form of indemnity agreement with
the Company's other executive officers.
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Item 7.01 Regulation FD Disclosure.
CareDx continues to expect its revenue for the year will be in the range of
$330 million to $350 million, as previously announced.
The information in this Item 7.01 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
104 Cover Page Interactive Data File, formatted in Inline Extensible
Business Reporting Language (iXBRL)
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