UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CareDx, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

CAREDX, INC.

3260 Bayshore Blvd.

Brisbane, California 94005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Pacific Time on Thursday, July 13, 2017Wednesday, June 20, 2018

Dear Stockholder:

You are cordially invited to attend the 20172018 annual meeting of stockholders (the “Annual Meeting”) of CareDx, Inc., a Delaware corporation (“CareDx,” “we,” “us,” “our,” or the “Company”). The Annual Meeting will be held onThursday, July 13, 2017 Wednesday, June 20, 2018,at 10:00 a.m. Pacific Time, at our headquarters, located at 3260 Bayshore Blvd., Brisbane, California 94005, for the following purposes, as more fully described in the accompanying proxy statement:

Our board of directors has fixed the close of business on May 15, 2017April 23, 2018 as the record date for the Annual Meeting. Only stockholders of record on May 15, 2017April 23, 2018 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presentedare more fully described in the accompanying proxy statement.

On or about JuneMay 2, 2017,2018, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly athttp://investors.caredxinc.com/annuals-proxies.cfm.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions.

Thank you for your continued support of CareDx.

By order of the Board of Directors,

/s/ Peter Maag, Ph.D.

Peter Maag, Ph.D.

Chief Executive Officer and President

Brisbane, California

May         , 2017April 30, 2018

TABLE OF CONTENTS

CAREDX, INC.

PROXY STATEMENT

FOR 20172018 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Pacific Time on Thursday, July 13, 2017June 20, 2018

ThisWe sent you this proxy statement and the enclosed formproxy card because the Board of Directors (“Board of Directors”) of CareDx, Inc. (sometimes referred to as “we”, “CareDx” or the “Company”) is soliciting your proxy are furnished in connection withto vote at the solicitation of proxies by our board of directors for use at our 2017Company’s 2018 annual meeting of stockholders (the “Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Thursday, July 13, 2017Wednesday, June 20, 2018, at 10:00 a.m. Pacific Time, at our headquarters, located at 3260 Bayshore Blvd., Brisbane, California 94005. You are invited to attend the Annual Meeting and we request that you vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may complete, sign and return the enclosed proxy card or submit your proxy through the Internet or by telephone according to the instructions contained in the enclosed proxy card.

The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about JuneMay 2, 20172018 to all stockholders entitled to receive notice of and to vote at the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The information provided in the “question and answer” format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.

What matters am I voting on?

You will be voting on:

How does our boardBoard of directorsDirectors recommend that I vote?

Our boardBoard of directorsDirectors recommends that you vote:

Will there be any other items of business on the agenda?

If any other items of business or other matters are properly brought before the Annual Meeting, your proxy gives discretionary authority to the persons named on the proxy card with respect toconcerning those items of business or other

matters. The persons named on the proxy card intend to vote the proxy in accordance with their best judgment. Our boardBoard of directorsDirectors does not intend to bring any other matters to be voted on at the Annual Meeting, and we are not currently aware of any matters that may be properly presented by others for consideration at the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on May 15, 2017,April 23, 2018, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date. Stockholders are not permitted to cumulate votes with respect to the election of directors.

As of the Record Date, there were 21,421,01635,253,393 shares of common stock outstanding and entitled to vote.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record: Shares Registered in Your Name.If, at the close of business on the Record Date, your shares were registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are considered the stockholder of record with respect to thosefor such shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or tomay vote either in person at the Annual Meeting.Meeting or by proxy.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee.If, at the close of business on the Record Date, your shares were held, not in your name, but rather in a stock brokerage account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions your broker, bank or other nominee provides. If you do not provide your broker, bank or other nominee with instructions on how to vote your shares, your broker, bank or other nominee may, in its discretion, vote your shares with respect to routine matters but may not vote your shares with respect to anynon-routine matters. Please see “What if I do not specify how my shares are to be voted?” for additional information.

Do I have to do anything in advance if I plan to attend the Annual Meeting in person?

Stockholder of Record: Shares Registered in Your Name. If.If you were a stockholder of record at the close of business on the Record Date, you do not need to do anything in advance to attend and/or vote your shares in person at the Annual Meeting, but you will need to present government-issued photo identification for entrance to the Annual Meeting.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If.If you were a beneficial owner at the close of business on the Record Date, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from your broker, bank or other nominee who is the stockholder of record with respect to your shares. You may still attend the Annual Meeting even if you do not have a legal proxy. For entrance to the Annual Meeting, you will need to provide proof of beneficial ownership as of the Record Date, such as the notice or voting instructions you received from your broker, bank or other nominee or a brokerage statement reflecting your ownership of shares as of the Record Date, and present government-issued photo identification.

Please note that no cameras, recording equipment, large bags, briefcases or packages will be permitted in the Annual Meeting.

How do I vote and what are the voting deadlines?

Stockholder of Record: Shares Registered in Your Name. If.If you are a stockholder of record, you can vote in one of the following ways:

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If.If you are the beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee how to vote your shares. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee.As discussed above, if you are a beneficial owner, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If.If you are a stockholder of record, you may revoke your proxy or change your proxy instructions at any time before your proxy is voted at the Annual Meeting by:

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If.If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our boardBoard of directors.Directors. Peter Maag, Ph.D. and Michael Bell have been designated as proxy holders by our boardBoard of directors.Directors. When a proxy is properly dated, executed and returned, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our boardBoard of directors.Directors. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

What if I do not specify how my shares are to be voted?

Stockholder of Record: Shares Registered in Your Name. If.If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If.If you are a beneficial owner and you do not provide your broker, bank or other nominee that holds your shares with voting instructions, then your broker, bank or other nominee will determine if it has discretion to vote on each matter. Brokers do not have discretion to vote onnon-routine matters. Proposal No. 1 (election of directors) and Proposal No. 3 (approval of issuance of shares upon conversion or redemption of debentures)amendment to the 2014 Plan) arenon-routine matters, while Proposal No. 2 (ratification of appointment of independent registered public accounting firm) is a routine matter. As a result, if you do not provide voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee may not vote your shares with respect to Proposal No. 1 or Proposal No. 3, which would result in a “brokernon-vote,” but may, in its discretion, vote your shares with respect to Proposal No. 2. For additional information regarding brokernon-votes, see “What are the effects of abstentions and brokernon-votes?” below.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. A majority of the shares of common stock outstanding and entitled to vote, in person or by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. As noted above, as of the Record Date, there were a total of 21,421,01635,253,393 shares of common stock outstanding, which means that 10,710,50917,626,697 shares of common stock must be represented in person or by proxy at the Annual Meeting to have a quorum. If there is no quorum, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.

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What are the effects of abstentions and brokernon-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that such stockholder wishes to abstain from voting such stockholder’s shares, or if a broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting (e.g., Proposal No. 2 and Proposal No. 3). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote (see the next question below for an explanation of what a plurality vote means), abstentions will have no impact on the outcome of such proposal as long as a quorum exists.

A brokernon-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the beneficial owner of the shares. Brokernon-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposeshave any effect on the results of determining the number of votes cast.proposals. Therefore, a brokernon-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.

How many votes are needed for approval of each proposal and how are votes counted?

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our boardBoard of directorsDirectors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees or agents. No additional compensation will be

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paid to these individuals for any such services, although we may reimburse such

individuals for their reasonableout-of-pocket expenses in connection with such solicitation. We have retained Georgeson Inc. to help us solicit proxies. We will pay Georgeson Inc. $7,000 plus reasonable expenses for its services.

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

Why did I receive a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. Stockholders may request to receive proxy materials in printed form by mail or electronically bye-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.

What does it mean if I received more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.

Who will count the votes?

The votes will be counted, tabulated and certified by Computershare Trust Company, N.A., the transfer agent and registrar for our common stock.

Is my vote confidential?

Proxy instructions,Proxies, ballots and voting tabulations that identify individual stockholders are handled inon a manner that protectsconfidential basis to protect your voting privacy. Your voteThis information will not be disclosed either within CareDx or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Will members of the boardBoard of directorsDirectors attend the Annual Meeting?

We encourage, but do not require, the members of our board membersBoard of Directors to attend the Annual Meeting. Those who do attend will be available to answer appropriate questions from stockholders.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of theare sending only one annual report and proxy materials and annual report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedurepractice, known as “householding,” reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To

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receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

CareDx, Inc.

Attention: Corporate Secretary

3260 Bayshore Blvd.

Brisbane, CA 94005

(415)287-2300

Stockholders who hold shares in street name may contact their broker, bank or other nominee to request information about householding.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report onForm 8-K (“Form8-K”) that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us at that time,by such date, we intend to file aForm 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to theForm 8-K to publish the final results.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20182019 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than FebruaryJanuary 2, 2018.2019. In addition, stockholder proposals must comply with the requirements ofRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

CareDx, Inc.

Attention: Corporate Secretary

3260 Bayshore Blvd.

Brisbane, CA 94005

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting is business that is brought (i) pursuant to our proxy materials with respect to the annual meeting specified in the notice of meeting (or any supplement thereto), (ii) by or at the direction of the boardour Board of directors,

Directors, or (iii) properly before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our amended and restated bylaws.

To be timely for our 20182019 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

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In the event that we hold our 20182019 annual meeting of stockholders more than 30 days before or after the first anniversary of the date of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two dates:

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

You may propose director candidates for consideration by our nominatingNominating and corporate governance committee.Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our boardBoard of directorsDirectors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”

In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. The stockholder must also give timely notice to our Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Amended and Restated Bylaws

A copy of our amended and restated bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary at our principal executive office for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our boardBoard of directorsDirectors is currently composed of six members. In accordance with our certificate of incorporation, our boardBoard of directorsDirectors is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class IIII directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of our directors. This classification of our boardBoard of directorsDirectors may have the effect of delaying or preventing changes in control of our company.

Nominees

Our nominatingNominating and corporate governance committeeCorporate Governance Committee has recommended, and our boardBoard of directorsDirectors has approved, Mr. GoldbergGeorge W. Bickerstaff, III and Dr. MaagRalph Snyderman, M.D. as nominees for election as Class IIII directors at the Annual Meeting. If elected, each of Mr. GoldbergBickerstaff and Dr. MaagSnyderman will each serve as Class IIII directors until the 20202021 annual meeting of stockholders or until their successors are duly elected and qualified. Each of the nominees is currently a director of our company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR there-election of Mr. GoldbergBickerstaff and Dr. Maag.Snyderman. We expect that each of Mr. GoldbergBickerstaff and Dr. MaagSnyderman will each accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our boardBoard of directorsDirectors to fill such vacancy. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter.

Vote Required

The election of Class IIII directors requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Brokernon-votes will have no effect on this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE TWO DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AND NAMED IN THIS PROXY STATEMENT AS CLASS IIII DIRECTORS TO SERVE FOR A THREE-YEAR TERM.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our boardBoard of directors,Directors, which is currently composed of six members. Our boardBoard of directorsDirectors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

The following table sets forth the names, ages as of May 19, 2017,April 30, 2018, and certain other information for each of our directors:

Directors with Terms Expiring at the Annual Meeting—Nominees for Director

Michael D. Goldberg has served as a member and chairman of our board of directors since November 2011. Mr. Goldberg has served as a director and chairman of the board of DNAnexus, Inc., a cloud-based genome informatics and data management company, and as an advisor to other private life science companies since May 2011. Mr. Goldberg has also served on the board of directors for eHealth, Inc. since 1999. From January 2005 to May 2011, Mr. Goldberg was a partner at Mohr Davidow Ventures, a venture capital firm, where he led life sciences investments in the area of molecular diagnostics, personalized medicine and wireless healthcare. From October 2000 to December 2004, Mr. Goldberg operated a management and financial consultancy business. In 1995, Mr. Goldberg founded OnCare, Inc., an oncology disease management company, and served as its chairman until August 2001 and as its chief executive officer until March 1999. In 1987, Mr. Goldberg founded Axion, Inc., a cancer treatment services company, and served as its Chief Executive Officer until its sale in 1995. Prior to Axion, Mr. Goldberg was a partner at the venture capital firm of Sevin Rosen Management Company from 1985 to 1987, where he established the firm’s life science practice, and director of corporate development at Cetus Corporation from 1981 to 1985. Mr. Goldberg has served as a member of the board of directors of numerous companies in the biotech and health sciences industry. Mr. Goldberg has served on boards and advisory boards of a number of industry, academic and public policy

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institutions in biotechnology and finance, including the Board of the Independent Citizens Oversight Committee, which is the governing board for the California Institute for Regenerative Medicine, the Board of the Western Association of Venture Capitalists, the Advisory Boards for the Harvard Center for Genetics and Genomics, the Berkeley Center for Law and Technology, and the UCSF Center for Translational and Policy Research on Personalized Medicine. Mr. Goldberg holds a B.A. from Brandeis University and an M.B.A. from the Stanford Graduate School of Business. Our board of directors has concluded that Mr. Goldberg possesses specific attributes that qualify him to serve as a member of our board, including his experience as a senior executive, board member and venture capital investor with numerous companies in the life sciences industry and in personalized medicine and genomics.

Peter Maag, Ph.D. has served as our President and Chief Executive Officer since October 2012 and as a member of our board of directors since November 2012. Prior to joining the Company, Dr. Maag held numerous positions with increasing responsibility at Novartis International AG, a global healthcare company from September 2001 to April 2012, including Global Head of Novartis Diagnostics, a business unit of Novartis A.G., from 2009 to 2012. Dr. Maag also served as Country President for Novartis Pharma AG in Germany from 2006 to 2008, Country President for Novartis’ Korea operations from 2003 to 2005, and the Head of Strategy for the pharmaceutical division of Novartis A.G. from 2001 to 2002. Dr. Maag also worked at McKinsey & Company, focusing on healthcare and globalization from 1995 to 2001. Dr. Maag also serves on the board of directors at Phoenix Pharmahandel GmbH & Co KG, Molecular MD and the Personalized Medicine Coalition. Dr. Maag studied pharmaceutical sciences at the University of Heidelberg and University of London and received his Ph.D. from the University of Berlin, Germany. Our board of directors has concluded that Dr. Maag should serve on our board of directors due to his position as President and Chief Executive Officer of the Company as well as his extensive experience in the pharmaceuticals and life sciences industries.

Continuing Directors

George W. Bickerstaff, III has served as a member of our boardBoard of directorsDirectors since April 2014. Mr. Bickerstaff is currently the Managing Director of M.M. Dillon & Co., LLC, an investment banking firm, which he joined in 2005. Prior to joining M.M. Dillon & Co., LLC, Mr. Bickerstaff held various positions with Novartis International AG, a global leader in pharmaceuticals and consumer health, including Chief Financial Officer of Novartis Pharma AG from October 2000 to May 2005. From December 1999 to September 2000, Mr. Bickerstaff served as Executive Vice President and Chief Financial Officer of Workscape, Inc., a provider of employee-related information services. From July 1998 to December 1999, Mr. Bickerstaff served as Executive Vice President and Chief Financial Officer of Uniscribe Professional Services, Inc., a nationwide provider of paper and technology-based document management solutions. From January 1998 to June 1998, Mr. Bickerstaff served as Executive Vice President and Chief Financial Officer of Intellisource Group, Inc., a provider of information technology solutions to the federal, state and local governments and utility markets. From July 1997 to December 1997, Mr. Bickerstaff served as Vice President of Finance of Cognizant Corporation, a global business information services company. From January 1990 to June 1997, Mr. Bickerstaff served in various senior finance roles, including Chief Financial Officer of IMS Healthcare, a global business information services company in the healthcare and pharmaceutical industries. Prior toBefore that, Mr. Bickerstaff held various finance, audit and engineering positions with the Dun & Bradstreet Corporation from 1985 to 1989 and General Electric Company from 1978 to 1985. Mr. Bickerstaff currently serves on the boardBoards of directorsDirectors of Axovant Sciences Ltd., Innoviva, Inc., Inovio Pharmaceuticals, Inc. and Cardax, Inc., and recently served on the boardBoard of directorsDirectors of

Viventia Biotechnologies, Inc. until its sale in October of 2016 and on the boardBoard of directorsDirectors of Ariad Pharmaceuticals, Inc. until its sale in February 2017. Mr. Bickerstaff’snon-profit activities include serving on the boardBoard of directorsDirectors of the International Vaccine Institute, the International Centre for Missing and Exploited Children and the Center for Disease Dynamics, Economics & Policy.Global Oncology. Mr. Bickerstaff received a Bachelor of Science degree in engineeringEngineering and a Bachelor of Arts degree in business administrationBusiness Administration from Rutgers University in 1978. Our boardBoard of directorsDirectors has concluded that Mr. Bickerstaff possesses specific attributes that qualify him to serve as a member of our boardBoard of directors,Directors, including his substantial financial experience in the healthcare industry and substantial experience with organ transplant markets.

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Ralph Snyderman, M.D. has served as a member of our boardBoard of directorsDirectors since May 2005. Dr. Snyderman has held the position of Chancellor Emeritus and James B. Duke Professor of Medicine at Duke University since July 2004. From January 1989 to June 2004, he served as Chancellor for Health Affairs at the Duke University School of Medicine and was the founding CEO and President of the Duke University Health System. From January 2006 to November 2009, he consulted for New Enterprise Associates, a venture capital firm, as a venture partner. He previously served on the boardsBoards of directorsDirectors of The Procter and Gamble Company, Pharmaceutical Product Development, LLC, Trevena, Inc., Crescendo Bioscience, Inc., Targacept, Inc. Press Ganey Associates, Inc. and Targacept,Argos Therapeutics, Inc. He currently serves on the boardsBoards of Press Ganey Associates,Directors of Essential Health Solutions, Inc., iRhythm Technologies, Inc., Liquida Technologies, Inc., Linus Oncology, SenGenix, Argos Therapeutics, Essential Health SolutionsInc. and Purdue Pharma L.P.Veritas Collaborative Holdings, LLC. Dr. Snyderman is a member of the Association of American Physicians, where he served as president from 2003 to 2004, the Association of American Medical Colleges, where he served as chair from 2001 to 2002, the Institute of Medicine and the American Academy of Arts and Sciences. Dr. Snyderman holds a B.S. inPre-Medical Studies from Washington College, an M.D. from the State University of New York, Downstate Medical Center, and completed an internship and residency in medicine at Duke University. Our boardBoard of directorsDirectors has concluded that Dr. Snyderman possesspossesses specific attributes that qualify him to serve as a member of our boardBoard of directors,Directors, including his strong background in personalized medicine and broad experience in the healthcare industry.

Continuing Directors

Fred E. Cohen, M.D., D. Phil, F.A.C.P., has served as a member of our boardBoard of directorsDirectors since January 2003. Dr. Cohen is Senior Managing Director of Vida Ventures, a venture capital fund. He served as a Partner and Managing Director atFounder of TPG Capital (“TPG”),Biotechnology, a private equitylife sciences focused investment firm, which he joined ineffort, from 2001 and serves as co-head of TPG’s biotechnology group.to 2016. Dr. Cohen is also a former member of the faculty at the University of California, San Francisco, where he taught and conducted research from 1988 through 2014. Dr. Cohen serves as a director of the following public companies: Genomic Health Inc., a company focused on providing actionable genomic health information; Five Prime Therapeutics, Inc., a clinic-stage biotechnology company focused on discovering and developing novel protein therapeutics; Veracyte, Inc., a diagnostics company in the field of molecular cytology; Tandem Diabetes Care, Inc., a medical device company that designs, develops and commercializes products for people with insulin-dependent diabetes; BioCryst Pharmaceuticals, Inc., a pharmaceutical company focused on the development of novel small molecule drugs that block key enzymes involved in infectious and rare diseases; and Urogen Pharma, a urologic oncology company. He previously served on the board of directors of Roka BioScience, Inc., a food safety diagnostics business; Rapid Micro Biosystems, Inc.; and Progyny, Inc.business, from September 2008 until October 2017. He is a member of the National Academy of Medicine and the American Academy of Arts and Sciences. Dr. Cohen holds a Bachelor of Science degree in Molecular Biophysics and Biochemistry from Yale University, a D.Phil. in Molecular Biophysics from Oxford University, where he was a Rhodes Scholar, and an M.D. from Stanford University. Our boardBoard of directorsDirectors has concluded that Dr. Cohen possesses specific attributes that qualify him to serve as a member of our boardBoard of directors,Directors, including his significant leadership experience in the medical and finance fields, his background as an M.D. and a venture capitalist, his extensive technical expertise relevant to our business, and his service as an investor in and director of numerous life sciences and healthcare companies.

William A. Hagstrom has served as a member of our boardBoard of directorsDirectors since March 2015. Since 2014, Mr. Hagstrom has served as the founder and CEO of Octave Bioscience, an early stage molecular diagnostics

company focused on neurodegenerative diseases and conditions. Since June 2016, Mr. Hagstrom has served on the boardBoard of directorsDirectors of Genalyte, Inc. In 2007, Mr. Hagstrom secured financing for Crescendo Bioscience, a specialty diagnostics company focused on autoimmune and inflammatory diseases managed by rheumatologists. Serving as president and chief executive officer, he led the development of the company’s product pipeline, operations infrastructure and commercial strategy. In 2014, Crescendo Bioscience was acquired by Myriad Genetics as a wholly owned subsidiary. Prior toBefore founding Crescendo Bioscience, Mr. Hagstrom was president of Alpha BioPartners, a strategic consulting firm for early stage biotechnology companies. While at Alpha BioPartners, Mr. Hagstromco-founded Biolytx Pharmaceuticals and Altheus Therapeutics. Mr. Hagstrom also served as interim CEO of Selexys Pharmaceuticals and Inoveon. Prior to this he was Chairman and CEO of UroCor, a specialty diagnostics company focused on urological cancers and complex diseases. Under Mr. Hagstrom’s leadership, the company was an Inc. 500 company from 1992 through 1995, before becoming public in 1996. Previously, Mr. Hagstrom held executive positions at some of the largest multinational healthcare companies in the world, including Becton Dickinson, American Hospital Supply and Baxter International, where

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he served as vice president of the company’s billion-dollar scientific products division. Mr. Hagstrom has served on a variety of Boards over the last 15 years, including Prometheus Laboratories. Mr. Hagstrom received a BSB.S. degree in business managementBusiness Management from Bob Jones University. Our boardBoard of Directors has concluded that Mr. Hagstrom possesses specific attributes that would qualify him to serve as a member of our boardBoard of directors,Directors, including his management experience in building and growing specialty diagnostics companies, launching new products and integrating high value informatics into clinical paradigms.

Michael D. Goldberg has served as a member and chairman of our Board of Directors since November 2011. Mr. Goldberg has served as a director and executive chairman of the Board of Directors of DNAnexus, Inc., a cloud-based genome informatics and data management company, and as an advisor to other private life science companies since May 2011. Mr. Goldberg has also served on the Board of Directors for eHealth, Inc. since 1999. From January 2005 to May 2011, Mr. Goldberg was a partner at Mohr Davidow Ventures, a venture capital firm, where he led life sciences investments in the area of molecular diagnostics, personalized medicine and wireless healthcare. From October 2000 to December 2004, Mr. Goldberg operated a management and financial consultancy business. In 1995, Mr. Goldberg founded OnCare, Inc., an oncology disease management company, and served as its chairman until August 2001 and as its chief executive officer until March 1999. In 1987, Mr. Goldberg founded Axion, Inc., a cancer treatment services company, and served as its Chief Executive Officer until its sale in 1995. Prior to Axion, Mr. Goldberg was a partner at the venture capital firm of Sevin Rosen Management Company from 1985 to 1987, where he established the firm’s life science practice, and director of corporate development at Cetus Corporation from 1981 to 1985. Mr. Goldberg has served as a member of the Board of Directors of numerous companies in the biotech and health sciences industry. Mr. Goldberg has served on boards and advisory boards of a number of industry, academic and public policy institutions in biotechnology and finance, including the Board of the Independent Citizens Oversight Committee, which is the governing board for the California Institute for Regenerative Medicine, the Board of the Western Association of Venture Capitalists, the Advisory Boards for the Harvard Center for Genetics and Genomics, the Berkeley Center for Law and Technology, and the UCSF Center for Translational and Policy Research on Personalized Medicine. Mr. Goldberg holds a B.A. from Brandeis University and an M.B.A. from the Stanford Graduate School of Business. Our Board of Directors has concluded that Mr. Goldberg possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his experience as a senior executive, board member and venture capital investor with numerous companies in the life sciences industry and in personalized medicine and genomics.

Peter Maag, Ph.D. has served as our President and Chief Executive Officer since October 2012 and as a member of our Board of Directors since November 2012. Before joining the Company, Dr. Maag held numerous positions with increasing responsibility at Novartis International AG, a global healthcare company from September 2001 to April 2012, including Global Head of Novartis Diagnostics, a business unit of Novartis A.G., from 2009 to 2012. Dr. Maag also served as Country President for Novartis Pharma AG in Germany from 2006 to 2008, Country President for Novartis’ Korea operations from 2003 to 2005, and the Head of Strategy for the pharmaceutical division of Novartis A.G. from 2001 to 2002. Dr. Maag also worked at McKinsey & Company,

focusing on healthcare and globalization from 1995 to 2001. Dr. Maag also serves on the Board of Directors at Phoenix Pharmahandel GmbH & Co KG and Molecular MD. Dr. Maag studied pharmaceutical sciences at the University of Heidelberg and University of London and received his Ph.D. from the University of Berlin, Germany. Our Board of Directors has concluded that Dr. Maag should serve on our Board of Directors due to his position as President and Chief Executive Officer of the Company as well as his extensive experience in the pharmaceuticals and life sciences industries.

Director Independence

Our common stock is listed on the NASDAQ Global Market. Under the rules of The NASDAQ Stock Market LLC (the “NASDAQ Rules”), independent directors must comprise a majority of a listed company’s boardBoard of directors.Directors. In addition, the NASDAQ Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the NASDAQ Rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s boardBoard of directors,Directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committeeCommittee members must also satisfy the independence criteria set forth inRule 10A-3 under the Exchange Act and the NASDAQ Rules. In addition, compensation committeeCompensation Committee members must satisfy the independence criteria set forth inRule 10C-1 under the Exchange Act and the NASDAQ Rules.

Our boardBoard of directorsDirectors has undertaken a review of the independence of each director and considered whether such director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our boardBoard of directorsDirectors has determined that Messrs. Bickerstaff, Goldberg and Hagstrom and Drs. Cohen and Snyderman are “independent directors” as defined under the applicable rules and regulations of the SEC and the NASDAQ Rules.

Board Leadership Structure

Our boardBoard of directorsDirectors has an independent Chairman, Mr. Goldberg, who has authority, among other things, to preside over boardBoard of directorsDirectors meetings, including meetings of the independent directors, and to call special meetings of our boardBoard of directors.Directors. Accordingly, the Chairman has substantial ability to shape the work of our boardBoard of directors.Directors. We currently believe that separation of the roles of Chairman and Chief Executive Officer reinforces the independence of our boardBoard of directorsDirectors in its oversight of the business and affairs of our Company. In addition, we currently believe that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our boardBoard of directorsDirectors to monitor whether management’s actions are in the best interests of the Company and its stockholders. However, no single leadership model is right for all companies and at all times. Our boardBoard of directorsDirectors recognizes that depending on the circumstances, other leadership models, such as combining the role of Chairman with the role of Chief Executive Officer, might be appropriate. Accordingly, our boardBoard of directorsDirectors may periodically review its leadership structure.

Legal Proceedings with Directors

There are no legal proceedings related to any of the directors or director nominees which require disclosure pursuant to Items 103 or 401(f) ofRegulation S-K.

Agreements with Directors

None of the directors or nominees for director was selected pursuant to any arrangement or understanding, other than compensation arrangements in the ordinary course of business.

Board and Committee Meetings

During 2016,fiscal year 2017, our boardBoard of directorsDirectors held sevenfive meetings (including regularly scheduled and special meetings), and took action by written consent fourthree times. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our boardBoard of directorsDirectors held during the period for which he served as a director, and (ii) the total number of meetings held by all committees of our boardBoard of directorsDirectors on which he served during the periods that he served.

It is the policy of our boardBoard of directorsDirectors to regularly have separate meeting times for independent directors without management.

Although we do not have a formal policy regarding attendance by members of our boardBoard of directorsDirectors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. MichaelMr. Goldberg was the only member of our board of directors thatand Dr. Maag attended our 20162017 annual meeting of stockholders.

Our boardBoard of directorsDirectors has four standing committees: an audit committee, a compensation committee, a sciencethe Audit Committee, the Compensation Committee, the Nominating and technology committeeCorporate Governance Committee and a nominatingthe Science and corporate governance committee.Technology Committee. The composition and responsibilities of each of the committees of our boardBoard of directorsDirectors are described below. Members will serve on these committees until their resignation or until otherwise determined by our boardBoard of directors.Directors.

Audit Committee

We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our audit committeeAudit Committee is currently comprised of George Bickerstaff, Michael D. Goldberg and William A. Hagstrom, each of whom is anon-employee member of our boardBoard of directors.Directors. Mr. Bickerstaff serves as the current chair of our Audit Committee. Our boardBoard of directorsDirectors has determined that each of the members of our audit committeeAudit Committee satisfies the requirements for independence and financial literacy under the rules and regulations of the SEC, includingRule 10A-3 under the Exchange Act and the NASDAQ Rules. Our boardBoard of Directors has determined that Mr. Bickerstaff qualifies as an “audit committee financial expert” as defined by the applicable SEC rules and satisfies the financial sophistication requirements of the NASDAQ Rules. This designation does not impose on Mr. Bickerstaff any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committeeAudit Committee and our boardBoard of directors.Directors. Our audit committeeAudit Committee is responsible for, among other things:

Our audit committeeAudit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the NASDAQ Rules. A copy of the charter of our audit committeeAudit Committee is available on our website at www.caredx.com in the Corporate Governance section of our Investors webpage. During 2016,fiscal year 2017, our audit committeeAudit Committee held eleventen meetings and did not take any actionstook action by written consent.consent two times.

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Compensation Committee

Our compensation committeeCompensation Committee is comprised of Fred E. Cohen, M.D., D. Phil, Michael D. Goldberg and William A. Hagstrom, each of whom is anon-employee member of our boardBoard of directors.Directors. Dr. Cohen is the chair of our compensation committee.Compensation Committee. Our boardBoard of directorsDirectors has determined that each member of our compensation committeeCompensation Committee meets the requirements for independence under the rules and regulations of the SEC, includingRule 10C-1 under the Exchange Act, and the NASDAQ Rules, is a “non-employee“non-employee director” within the meaning ofRule 16b-3 under the Exchange Act and is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Our compensation committeeCompensation Committee is responsible for, among other things:

Our compensation committeeCompensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the NASDAQ Rules. A copy of the charter of our compensation committeeCompensation Committee is available on our website at www.caredx.com in the Corporate Governance section of our Investors webpage. During 2016,fiscal year 2017, our compensation committeeCompensation Committee held fourthree meetings and did not take any actionstook action by written consent.consent eight times.

Nominating and Corporate Governance Committee

Our nominatingNominating and corporate governance committeeCorporate Governance Committee is comprised of Ralph Snyderman, M.D. and Michael D. Goldberg, each of whom is anon-employee member of our boardBoard of directors.Directors. Dr. Snyderman is the chair of our nominatingNominating and corporate governance committee.Corporate Governance Committee. Our boardBoard of directorsDirectors has determined that each member of our nominatingNominating and corporate governance committeeCorporate Governance Committee meets the requirements for independence under the NASDAQ Rules. Our nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for, among other things:

Our nominatingNominating and corporate governance committeeCorporate Governance Committee operates under a written charter that satisfies the NASDAQ Rules. A copy of the charter of our nominating and corporate governance committee is available on our website at www.caredxinc.com in the Corporate Governance section of our Investors webpage. During 2016,fiscal year 2017, our nominatingNominating and corporate governance committeeCorporate Governance Committee held two meetingsone meeting and did not take any actionsaction by written consent.

Science and Technology Committee

Our scienceScience and technology committeeTechnology Committee is comprised of Fred E. Cohen, M.D., D. Phil, and Ralph Snyderman, M.D., each of whom is anon-employee member of our boardBoard of directors.Directors. Dr. Snyderman is the chair of our scienceScience and technology committee.Technology Committee. Our scienceScience and technology committeeTechnology Committee is responsible for, among other things:

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Our scienceScience and technology committeeTechnology Committee operates under a written charter. During 2016fiscal year 2017, our scienceScience and technology committeeTechnology Committee held one meetingtwo meetings and did not take any actionsaction by written consent.

Considerations in Evaluating Director Nominees

Our nominatingNominating and corporate governance committeeCorporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominatingNominating and corporate governance committeeCorporate Governance Committee will consider the composition of our boardBoard of directors,Directors, including, without limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business and other commitments. Members of our boardBoard of directorsDirectors are expected to prepare for, attend, and participate in all boardBoard of directorDirectors and applicable committee meetings. Our nominatingNominating and corporate governance committeeCorporate Governance Committee requires the following minimum qualifications to be satisfied by any nominee for a position on our boardBoard of directors:Directors: (i) the highest personal and professional ethics and integrity, (ii) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, (iii) skills that are complementary to those of the existing boardBoard of directors,Directors, (iv) the ability to assist and support management and make significant contributions to our success, and (v) an understanding of the fiduciary responsibilities that are required of a member of our boardBoard of directorsDirectors and the commitment of time and energy necessary to diligently carry out those responsibilities. Other than the foregoing, there are no other stated minimum criteria for director nominees, although our nominatingNominating and corporate governance committeeCorporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

Although our boardBoard of directorsDirectors does not maintain a specific policy with respect to board diversity, our boardBoard of directorsDirectors believes that our boardBoard of directorsDirectors should be a diverse body, and our nominatingNominating and corporate governance committeeCorporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regardingdetermining nominations of directors, our nominatingNominating and corporate governance committeeCorporate Governance Committee may take into account the benefits of diverse viewpoints. Our nominatingNominating and corporate governance committeeCorporate Governance Committee also considers these and other factors as it oversees the annual boardBoard of directorsDirectors and committee evaluations. After completing its review and evaluation of director candidates, our nominatingNominating and corporate governance committeeCorporate Governance Committee recommends to our full boardBoard of directorsDirectors the director nominees for selection.

Stockholder Recommendations for Nominations to the Board of Directors

Our nominatingNominating and corporate governance committeeCorporate Governance Committee will consider candidates for directorsdirector recommended by stockholders holding at least one percent (1%) of the fully diluted capitalization of the companyCompany continuously for at least 12 months prior to the date of the submission of the recommendation. Our nominatingNominating and corporate governance committeeCorporate Governance Committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our boardBoard of directorsDirectors includes members with diversity of experience, skills and experience, including appropriate financial and other expertise relevant to our business. Stockholders wishing to recommend a candidate for nomination should contact our Corporate Secretary in writing. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve on our boardBoard of directors,Directors, information regarding any relationships between the candidate and CareDx and evidence of the recommending stockholder’s ownership of our common stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for boardBoard of directors’Directors’ membership. Our nominatingNominating and corporate governance committeeCorporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.

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A stockholder can nominate a candidate directly for election to our boardBoard of directorsDirectors by complying with the procedures in Section 2.4(ii) of our amended and restated bylaws and the rules and regulations of the SEC. Any eligible stockholder who wishes to submit a nomination should review the requirements in theour amended and restated bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary at CareDx, Inc., 3260 Bayshore Blvd., Brisbane, California 94005. To be timely for our 20182019 annual meeting of stockholders, our Corporate Secretary must receive the nomination no earlier than March 19, 2018February 16, 2019 and no later than AprilMarch 18, 2018.2019. The notice must state the information required by Section 2.4(ii) of our amended and restated bylaws and otherwise must comply with applicable federal and state law.

Communications with the Board of Directors

Stockholders wishing to communicate with our boardBoard of directorsDirectors or with an individual member of our boardBoard of directorsDirectors may do so by writing to our boardBoard of directorsDirectors or to the particular member of our boardBoard of directors,Directors, and mailing the correspondence to our Chief Financial Officer at CareDx, Inc., 3260 Bayshore Blvd., Brisbane, CA 94005. Our Chief Financial Officer will review all incoming stockholder communications (excluding mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material), and if deemed appropriate, the stockholder communications will be forwarded to the appropriate member or members of our boardBoard of directors,Directors, or if none is specified, to the chairman of our boardBoard of directors.Directors. This procedure does not apply to stockholder proposals submitted pursuant toRule 14a-8 under the Exchange Act.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our boardBoard of directorsDirectors has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies

and standards applicable to us in general. In addition, our boardBoard of directorsDirectors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our website at www.caredx.com in the Corporate Governance section of our Investor Relations webpage. We intend to post any amendments to our Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and executive officers, on the same website.

Board’sBoard of Directors’ Role in Risk Oversight

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for theday-to-day management of risks we face, while our boardBoard of directors,Directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our boardBoard of directorsDirectors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our boardBoard of directorsDirectors believes that open communication between management and our boardBoard of directorsDirectors is essential for effective risk management and oversight. Our boardBoard of directorsDirectors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our boardBoard of directors,Directors, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deemed appropriate.

While our boardBoard of directorsDirectors is ultimately responsible for risk oversight, our board committees assist our boardBoard of directorsDirectors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committeeAudit Committee assists our boardBoard of directorsDirectors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and

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discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committeeAudit Committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. In addition, our audit committeeAudit Committee monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our nominatingNominating and corporate governance committeeCorporate Governance Committee assists our boardBoard of directorsDirectors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our compensation committeeCompensation Committee assesses risks created by the incentives inherent in our compensation policies. Finally, our full boardBoard of directorsDirectors reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.

Director Compensation

Directors who are employees do not receive any additional compensation for their service on our boardBoard of directors.Directors. We reimburse ournon-employee directors for their reasonableout-of-pocket costs and travel expenses in connection with their attendance at boardBoard of directorsDirectors and committee meetings. In 2016,2017, certain of ournon-employee directors received cash compensation and options to purchase shares of our common stock pursuant to our 2014 Equity Incentive Plan in effect during 2017 as set forth below.

Ournon-employee directors received an annual retainer of $30,000 for their service on our boardBoard of directorsDirectors and any committee thereof. Members of our audit committee, compensation committee, nominatingAudit Committee, Compensation Committee, Nominating and corporate governance committee,Corporate Governance Committee and scienceScience and technology committee,Technology Committee, other than the chair of each such committee, received an additional annual retainer of $10,000, $6,000, $4,000 and $5,000, respectively. The chair of our audit committee, compensation committee, nominatingAudit Committee, Compensation Committee, Nominating and corporate governance,Corporate Governance Committee and science

Science and technology committeeTechnology Committee each received an additional annual retainer of $20,000, $12,000, $8,000 and $10,000, respectively. Additionally, the individual acting as Chairman of our boardBoard of directorsDirectors received an additional annual retainer of $65,000. All annual retainers were paid quarterly andpro-rated for partial service in any year. Two-thirds of each Ournon-employee director’s retainer was paid in the form of common stock of the Company, the remaining one-third was paid in cash. At the individual’s election each quarter, each non-employee director was permitted to elect to receive 100% of their retainer in the form of common stock of the Company. Effective March 31, 2017, our non-employee directors are entitled to elect the ratio of shares of common stock of the Company to cash issuable or payable to thenon-employee director for the payment of the annual retainers.

We will also continue to reimburse ournon-employee directors for their reasonableout-of-pocket costs and travel expenses in connection with their attendance at boardBoard of directorsDirectors and committee meetings in accordance with our travel policy.

In addition, nondiscretionary, automatic grants of nonstatutorynon-statutory stock options will be made to ournon-employee directors. Anynon-employee director who first joins our boardBoard of directorsDirectors will be automatically granted 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 and an award of 10,000 restricted stock units (“RSUs”). Each of these options will vest and become exercisable in equal monthly installments beginning with the first monthly anniversary after the grant date over the following three years, and each of these RSUs will vest in three equal, annual installments beginning with the first annual anniversary after the grant. On the first business day after each annual meeting of our stockholders, eachnon-employee director who continues to serve on our boardBoard of directorsDirectors 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. Each of these options will vest and become exercisable in equal monthly installments beginning with the first monthly anniversary after the grant date over the following one year, and each of these RSUs will vest in one installment on the one year anniversary of the grant date. The vesting of the options and the RSUs described above will accelerate in full upon a “change in control” as defined in our 2014 Equity Incentive Plan. The option and RSU amounts set forth above are subject to adjustment for stock dividends, stock splits, combinations or other similar recapitalizations with respect to our common stock.

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The following table sets forth the compensation accrued or paid by us to ournon-employee directors during the year ended December 31, 2016,2017, for service on our boardBoard of directorsDirectors and its committees.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committeeAudit Committee has appointed ErnstDeloitte & YoungTouche LLP (“EY”Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2017. EY also served as our independent registered public accounting firm for our fiscal year ended December 31, 2016.2018.

At the Annual Meeting, stockholders are being asked to ratify the appointment of EYDeloitte as our independent registered public accounting firm for our fiscal year ending December 31, 2017.2018. Stockholder ratification of the appointment of EYDeloitte is not required by our amended and restated bylaws or other applicable legal requirements. However, our boardBoard of directorsDirectors is submitting the appointment of EYDeloitte to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote, such appointment will be reconsidered by our audit committee.Audit Committee. Even if the appointment is ratified, our audit committee,Audit Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 20172018 if our audit committeeAudit Committee believes that such a change would be in the best interests of CareDx and its stockholders. A representative of EYDeloitte is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and is expected to be available to respond to appropriate questions from stockholders.

Changes in Independent Registered Public Accounting Firm

On April 10, 2018, the Audit Committee dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm.

The reports of EY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report of EY on the Company’s consolidated financial statements for the fiscal year ended December 31, 2016 contained an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through April 10, 2018, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of RegulationS-K and related instructions) with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference thereto in their reports on the consolidated financial statements for such fiscal years.

During the fiscal years ended December 31, 2017 and 2016 and any subsequent interim period through April 10, 2018, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of RegulationS-K), except that, as of December 31, 2016, the Company identified the following four material weaknesses in the Company’s internal control over financial reporting relating to: (i) certain areas of the Company’s financial statement close process, specifically with respect to an incorrect classification of the deferred consideration payable to the former majority shareholders of CareDx International AB (“CareDx International AB”), within the Company’s statement of cash flows following the CareDx International AB acquisition, ensuring that the Company’s bonus accrual and contingent liability balances were accurate, ensuring the proper application of foreign exchange rates in the Company’s consolidation process, and ensuring the proper review of terms and conditions of a debt agreement, (ii) a failure to design and implement transaction level or management review controls for the oversight, integration and consolidation of the acquired entities or controls to assess the completeness and accuracy of information, including key inputs and assumptions used by third party specialists, used in estimating the fair value of assets acquired and liabilities assumed, (iii) a failure to properly apply the revenue recognition criteria to certain contractual arrangements with payers, specifically with respect to controls over the proper analysis and

review of the terms and conditions of contractual arrangements and controls over the review of the Company’s aged accounts receivables, and (iv) a failure in the design and implementation of controls over the Company’s accounting for inventory overhead absorption. The Company remediated each of these material weaknesses as of December 31, 2017.

The Company provided EY with a copy of the disclosure set forth in Item 4.01 of the Current Report on Form8-K that was filed with the SEC on April 16, 2018 (the “Form8-K”) and requested that EY furnish the Company with a copy of its letter addressed to the SEC, pursuant to Item 304(a)(3) of RegulationS-K, stating whether or not EY agrees with the statements related to them made by the Company in the Form8-K. A copy of EY’s letter to the SEC dated April 16, 2018 was filed as Exhibit 16.1 to the Form8-K.

On April 10, 2018, the Audit Committee approved the appointment of Deloitte as the Company’s new independent registered public accounting firm, effective immediately. During the fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through April 10, 2018, neither the Company, nor anyone on its behalf, consulted Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of RegulationS-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of RegulationS-K).

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by EY for our fiscal years ended December 31, 20162017 and 2015.2016.

Auditor Independence

In 2016,2017, there were no other professional services provided by EY that would have required our audit committeeAudit Committee to consider their compatibility with maintaining the independence of EY.

Audit Committee Policy onPre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm

Our audit committeeAudit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committeeAudit Committee is required topre-approve all audit and permissiblenon-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. The policy generallypre-approves specified services in the defined categories of audit services, audit-related services, tax services and other services up to specified amounts. Thepre-approval of services may be delegated to one or more of the audit committee’sAudit Committee’s members, but the decision must be reported to the full audit committeeAudit Committee at its next scheduled meeting. In the years ended December 31, 20162017 and 2015,2016, services and related fees identified above under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” that were billed by EY were approved by the audit committeeAudit Committee in accordance with SEC requirements.

Recommendation and Vote

The ratification of the appointment of EYDeloitte requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNSTDELOITTE & YOUNGTOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2017.2018.

AUDIT COMMITTEE REPORT

The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that CareDx, Inc. (the “Company”) specifically incorporates it by reference in such filing.

The audit committeeAudit Committee has reviewed and discussed the Company’s audited consolidated financial statements with management and Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm.firm for the fiscal year ended December 31, 2017. The audit committeeAudit Committee has discussed with EY the matters required to be discussed by Auditing Standard No. 16,1301, “Communications with Audit Committees” (which superseded Statement on Auditing Standards No. 61 for fiscal years beginning after December 15, 2012) of the Public Company Accounting Oversight Board.

The audit committeeAudit Committee has received and reviewed the written disclosures and the letter from EY required by the applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with the audit committeeAudit Committee concerning independence, and has discussed with EY its independence.

Based on the review and discussions referred to above, the audit committeeAudit Committee recommended to the boardBoard of directorsDirectors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2016, as amended,2017 for filing with the Securities and Exchange Commission.

Respectfully submitted by the members of the audit committeeAudit Committee of the boardBoard of directors:Directors:

George Bickerstaff (Chair)

Michael D. Goldberg

William A. Hagstrom

PROPOSAL NO. 3

STOCKHOLDER APPROVAL OF ISSUANCEAMENDMENT TO THE 2014 PLAN TO (1) INCREASE THE NUMBER OF SHARES UPON CONVERSION OR REDEMPTION OF DEBENTURES

BackgroundCOMMON STOCK THAT MAY BE ISSUED UNDER THE 2014 PLAN BY 1,600,000 SHARES, AND (2) ELIMINATE THE FIXED SHARE CAP INCLUDED IN THE EVERGREEN PROVISION

On April 19, 2018, our Board of Directors approved an amendment to our 2014 Plan, subject to approval by our stockholders. The 2014 Plan was originally adopted by our Board of Directors in March 15, 2017, we entered into a Securities Purchase Agreement (the “SPA”), with certain purchasers (each, a “Purchaser”2014 and collectively,originally adopted by the “Purchasers”) pursuantstockholders in July 2014.

We have amended the 2014 Plan to which, on March 15, 2017, we sold,provide for, and submit to our stockholders for approval, (1) an increase in a private placement transaction,the number of shares of common stock that may be issued under the 2014 Plan by 1,600,000 shares, and (2) the elimination of the fixed share cap included in the evergreen provision. The additional shares will increase the total shares of common stock reserved for an aggregate purchase price of $25 million, $27.78 million in aggregate principal amount of Senior Secured Debentures (the “Debentures”) and warrants (the “Warrants”) to purchase upissuance under the 2014 Plan to an aggregate of 1.25 million3,866,995 shares, plus an additional number of shares in an amount not to exceed 865,252 comprised of shares added to the Amended 2014 Plan as the result of expiration or termination of options issued under our 2008 Equity Incentive Plan, all of which may be issued pursuant to the exercise of stock options, upon the vesting of RSUs or pursuant to any other type of award described below. The 2014 Plan currently includes an “evergreen provision,” which provides that the number of shares available for issuance under the 2014 Plan shall be increased annually on the first day of each year by a number of shares of common stock as is equal to the least of: (i) 357,075 shares, (ii) 4.0% of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our Board of Directors may determine. The amendment to the 2014 Plan also provides for the elimination of the 357,075 share cap such that the shares available for issuance under the 2014 Plan shall be increased annually on the first day of each year by a number of shares of common stock as is equal to the least of: (a) 4.0% of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year, or (b) such other amount as our Board of Directors may determine. In this Proposal No. 3, stockholders are requested to approve the foregoing amendment to the 2014 Plan (as amended, the “Amended 2014 Plan”).

Our executive officers and members of our Board of Directors will be eligible to receive awards under the Amended 2014 Plan and therefore have an interest in this proposal.

Reasons for Approving the Amended 2014 Plan

Equity Grants are an Important Part of Our Compensation Philosophy

We strongly believe that the approval of the Amended 2014 Plan is critical to our ongoing effort to build stockholder value. We rely on highly skilled employees to implement our strategic goals and expand our business. There is significant competition for these types of skilled professionals and many other companies also use stock-based awards to attract, motivate and retain their best employees. Our Board of Directors and its Compensation Committee believe that our ability to grant equity incentive awards to new and existing employees, directors and eligible consultants has helped us attract, retain and motivate professionals with superior ability, experience and leadership capability. Historically, we have issued stock options and restricted stock units, including new hire stock awards, under the 2014 Plan. We believe these forms of equity compensation align the interests of our employees, directors and consultants with the interests of our stockholders, encourage retention and promote actions that result in long-term stockholder value creation.

Limited Shares Remain Available under the 2014 Plan

As of March 31, 2018, a total of 270,899 shares of common stock were available for future equity awards that may be granted under the 2014 Plan, which constitutes approximately 0.8% of our outstanding shares of common stock as of such date. Additionally, we have proposed amending the 2014 Plan to eliminate the 357,075 share cap from the evergreen provision such that the number of shares added to the Amended 2014 Plan will no longer be capped at 357,075 shares and the number of shares added to the Amended 2014 Plan annually will be equal to

4.0% of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year or any lower number that our Board of Directors may determine. We believe that the share cap is no longer appropriate in light of the fact that the number of outstanding shares of common stock has increased since the initial adoption of the Amended 2014 Plan and that an annual 4.0% increase will provide us with sufficient shares to continue to grant equity awards to attract, motivate and retain our employees.

In fiscal years 2017, 2016 and 2015, the Company’s annual equity burn rates (calculated by dividing the number of shares subject to equity awards granted during the year by the weighted-average number of shares outstanding during the applicable year) under our equity plans were 5.2%, 5.4% and 6.5%, respectively.

We expect the proposed aggregate share reserve under the Amended 2014 Plan to provide us with enough shares for awards for approximately two years, assuming we continue to grant awards consistent with our current practices and historical burn rate, assuming we receive the maximum annual evergreen increases under the Amended 2014 Plan, and further dependent on the price of our shares and hiring activity during the next few years, forfeitures of outstanding awards and nothing that future circumstances may require us to change our current equity grant practices. We cannot predict our future equity grant practices, the future price of our shares or future hiring activity with any degree of certainty at this time, and the share reserve under the Amended 2014 Plan could last for a shorter or longer time than estimated.

In fiscal years 2017, 2016 and 2015, the end of year overhang rate (calculated by dividing (1) the sum of the number of shares subject to equity awards outstanding at the end of the calendar year plus shares remaining available for issuance for future awards at the end of the calendar year by (2) the number of shares outstanding at the end of the calendar year) was 9.0%, 13.1% and 16.3%, respectively.

The Amended 2014 Plan Contains Strong Compensation and Governance Practices

We have included provisions in the Amended 2014 Plan that are designed to protect our stockholders’ interests and to reflect what we believe to be strong corporate governance practices, including:

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the extremely competitive labor markets in which we compete, our Board of Directors has determined that the proposed 1,600,000 increase to the share reserve under the 2014 Amended Plan is reasonable and appropriate at this time.

Description of the Amended 2014 Plan

The principal features of the Amended 2014 Plan are outlined below. This summary is qualified in its entirety by reference to the complete text of the Amended 2014 Plan. Stockholders are urged to read the actual text of the Amended 2014 Plan in its entirety, which is appended to this proxy statement asAppendix A.

Shares Available for Issuance

We are seeking stockholder approval to increase the number of shares of common stock that may be issued under the 2014 Plan by 1,600,000 shares. Therefore, if this Proposal No. 3 is approved, and subject to adjustment upon certain changes in capitalization, the aggregate number of shares of our common stock (the “Financing”). We used $11.2 millionthat may be issued pursuant to stock awards under the Amended 2014 Plan will not exceed 3,866,995 shares of common stock, plus an additional number of shares in an amount not to exceed 865,252 comprised of shares added to the Amended 2014 Plan as the result of expiration or termination of options issued under our 2008 Equity Incentive Plan. Furthermore, (i) shares covered by awards that expire or, in the case of options or stock appreciation rights, shares that are not purchased or issued as a result of the net proceeds fromaward becoming unexercisable without having been exercised in full, (ii) shares covered by awards that are surrendered pursuant to an exchange program permitted under the FinancingAmended 2014 Plan, (iii) shares that are repurchased by, or forfeited back to, repay our existing indebtednessthe Company due to failure to vest, (iv) shares used to pay the exercise price of an award or to satisfy tax withholding obligations related to an award, and (v) shares covered by an award that are not actually issued because the award is instead settled with a cash payment (such shares, collectively, “Returned Shares”) shall again become available for future grant or sale under our prior Loan and Security Agreement datedthe Amended 2014 Plan. The number of shares available for issuance under the Amended 2014 Plan also includes an annual increase on the first day of each year equal to the least of:

Plan Administration

Our Board of Directors or a committee of our Board of Directors may administer the Amended 2014 Plan. In the case of stock options intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Amended 2014 Plan will be administered by a committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. Subject to the provisions of our Amended 2014 Plan, the administrator has the power to determine the recipients and terms of the awards, including the exercise price, the number of shares subject to each such award, the exercisability of the awards, and the form of consideration, if any, payable upon exercise. The administrator also has the authority to amend existing awards to reduce their exercise price, to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange program by which outstanding awards may be surrendered in exchange for awards with East West Bank.a higher or lower exercise price.

Types of Awards and Eligibility

The Debentures mature on February 28, 2020, accrue interest at 9.5% per yearAmended 2014 Plan provides for the following types of awards: incentive stock options, nonstatutory stock options, restricted stock awards, RSU awards, stock appreciation rights, performance stock awards, and are convertible intoperformance unit awards.

Awards may be granted under the Amended 2014 Plan to our employees, directors and consultants. Only our employees, or employees of a “parent corporation” or a “subsidiary corporation”, may receive incentive stock options; provided, however no more than 5,000,000 shares, plus Returned Shares, may be issued pursuant to awards of incentive stock options under the Amended 2014 Plan. As of March 31, 2018, there were approximately 180 employees, one consultant and fivenon-employee directors eligible to participate in the 2014 Plan.

Stock Options

A stock option is the right to purchase shares of our common stock at a fixed exercise price for a fixed period of time. Stock option grants may be incentive stock options or nonstatutory stock options. Each option is evidenced

by a stock option agreement. The administrator determines the terms of a stock option, including the number of shares subject to each award, the form of consideration payable at exercise and the fair market value applicable to an award. The exercise price of $4.56 per share (the “Conversion Price”)options granted under our Amended 2014 Plan must at least be equal to the holder’s option. Additionally, after September 1, 2017, upon the satisfaction of certain conditions, including the volume weighted average pricefair market value of our common stock exceeding 250%on the date of grant. Generally, the term of an incentive stock option may not exceed ten years. However, in the case of an incentive stock option granted to any participant who owns more than 10% of the Conversion Pricevoting power of all classes of our outstanding stock, the term must not exceed five yearsand the exercise price must equal at least 110% of the fair market value on the date of grant.

After the termination of service of an employee, director or consultant, he or she may exercise his or her option for twenty consecutive trading days, we can requirethe period of time stated in his or her award agreement to the extent that the Debenturesoption is vested on the date of termination (but in no event later than the expiration of the term of such option as set forth in the award agreement). Generally, the option will remain exercisable for three months following the termination of service. In the event of termination of service due to the death or disability of the employee, director or consultant, such employee’s option will remain exercisable for 12 months following the event causing the termination. In no event may an option be converted intoexercised later than the expiration of its term.

Restricted Stock

Restricted stock awards are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator. The administrator determines the number of shares of restricted stock granted and may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us). The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Shares of restricted stock that do not vest are subject to certain limitations. Commencing on March 1, 2018, eachour right of repurchase or forfeiture.

RSUs

RSUs are bookkeeping entries representing an amount equal to the holdersfair market value of the Debentures will have the right, at its option, to require us to redeem up to $937,500 of the outstanding principal amount of its Debenture per month. We will be required to promptly, but in any event no more than one trading day after the holder delivers a redemption notice to us, pay the applicable redemption amount in cash or, at our election and subject to certain conditions, in sharesshare of our common stock. If we electThe administrator determines the terms and conditions of RSUs, including the number of units granted, the vesting criteria (which may include accomplishing specified performance criteria or continued service to payus), and the redemption amountform and timing of payment. The administrator, in sharesits sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

Stock Appreciation Rights

Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock thenbetween the shares will be delivered based on a price equalexercise date and the date of grant. Subject to the lesser of (a) a 12% discount to the average of the three lowest volume weighted average pricesprovisions of our commonAmended 2014 Plan, the administrator determines the terms of stock over the prior 20 trading days, (b) a 12% discount to the prior trading day’s volume weighted average price, or (c) the Conversion Price. We may only opt for payment in shares of our common stock if certain conditions are met.

Our obligations under the Debentures can be accelerated upon the occurrence of certain customary events of default as specified in the Debentures. In the event of defaultappreciation rights, including when such rights become exercisable and acceleration of our obligations, we would be requiredwhether to pay (i) 115% of all amounts of principal and interest then outstanding under the Debenturesany increased appreciation in cash if the Debenture is accelerated on or prior to March 1, 2018, (ii) 108% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debenture is accelerated after March 1, 2018, but prior to March 1, 2019, and (iii) 105% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debenture is accelerated on or after March 1, 2019. Our obligations under the Debentures are secured under a Security Agreement by a senior lien on all of our assets, other than its interest in CareDx International AB (formerly known as Allenex AB), which is subject to a negative pledge prohibiting the incurrence of additional or replacement debt.

The foregoing description of the SPA and the Debentures, and the transactions contemplated thereby does not purport to be complete and is subject to, and is qualified in its entirety by the full text of the SPA and the form of Debenture, which we filed as Exhibit 10.1 and Exhibit 4.1, respectively, to the Current Report on Form 8-K we filed with the SEC on March 15, 2017, which are incorporated herein by reference.

Reasons for Requesting Stockholder Approval

Our common stock is listed on the NASDAQ Global Market and, therefore, we are subject to the NASDAQ Rules. NASDAQ Listing Rule 5635(d) requires that an issuer obtain stockholder approval prior to the issuance of common stock or securities convertible into or exchangeable for common stock in a non-public offering at a price less than the greater of market price or book value of the issuer’s common stock. Accordingly, because the conversion and redemption prices applicable to the Debentures are or may be less than such amounts, we cannot issue more than an aggregate of 4,269,522 shares of our common stock (which represented 19.99% of our

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outstanding shares of common stock on the date the Debentures were originally issued) upon conversion or redemption of the Debentures unless our stockholders first approve such issuances (the “20% Cap”).

We are seeking stockholder approval to make such issuances of our common stock described above in accordance with NASDAQ Listing Rule 5635 so that we can make as many monthly redemptions of the Debentures with shares of our common stock, as we deem appropriateor a combination thereof. However, the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Performance Units and Performance Shares

Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator establishes organizational or individual performance goals in its discretion. The extent to which these organizational or individual performance goals are met will determine the number and/or the value of performance units and performance shares to be paid out to participants. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or performance shares. Further, the administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares, or in some combination thereof.

Non-Employee Directors

Our Amended 2014 Plan provides that all outside(non-employee) directors will be eligible to receive all types of awards (except for incentive stock options) under our Amended 2014 Plan. To provide a maximum limit on the awards that can be made to our outside directors, our Amended 2014 Plan provides that in any given year, an outside director (i) will not be granted cash-settled awards having a grant-date fair value greater than $300,000, but that in the fiscal year that an outside director first joins our board of directors, he or she may be granted a cash-settled award with a grant-date fair value of up to $500,000; and (ii) will not be granted stock-settled awards covering more than 250,000 shares (subject to adjustment for stock dividends, stock splits, combinations or other similar recapitalizations with respect to our common stock), but that in the fiscal year that an outside director first joins our board of directors, he or she may be granted stock-settled awards covering up to 500,000 shares (subject to adjustment for stock dividends, stock splits, combinations or other similar recapitalizations with respect to our common stock). The grant-date fair values will be determined according to GAAP. The maximum limits do not reflect the intended size of any potential grants or a commitment to make grants to our outside directors under our Amended 2014 Plan in the future.

Non-Transferability of Awards

Unless the administrator provides otherwise, our Amended 2014 Plan generally does not allow for the transfer of awards, and only the recipient of an award may exercise an award during his or her lifetime.

Changes to Capital Structure

In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the Amended 2014 Plan, the administrator may adjust the number and class of shares that may be delivered under the Amended 2014 Plan and/or the number, class and price of shares covered by each outstanding award, and the holdersnumerical share limits set forth in the Amended 2014 Plan.

Merger or Change in Control

Our Amended 2014 Plan provides that in the event of a merger or change in control, as defined in the Amended 2014 Plan, each outstanding award will be treated as the administrator determines, including whether the successor corporation or its parent or subsidiary will assume or substitute an equivalent award for each outstanding award. The administrator is not required to treat all awards similarly. If there is no assumption or substitution of outstanding awards, the awards will fully vest, all restrictions will lapse, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and the awards will become fully exercisable. Additionally, the administrator will notify the participant in writing or electronically that the option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

Duration, Suspension, Termination, and Amendment

The administrator may amend, alter, suspend or terminate the Amended 2014 Plan at any time; provided that no such amendment, alteration, suspension or termination may materially impair the rights of any participant without the written consent of such participant holding awards. Further, we must obtain stockholder approval of any amendment to the extent necessary to comply with applicable law.

The Amended 2014 Plan is scheduled to terminate on July 15, 2024, ten years from the date prior to the date that our first registration statement was declared effective. No awards may be granted under the Amended 2014 Plan while the Amended 2014 Plan is suspended or after it is terminated. Termination of the Debentures can convert some or allAmended 2014 Plan will not affect the administrator’s ability to exercise the powers granted to it hereunder with respect to awards granted under the Amended 2014 Plan prior to the date of such termination.

Federal Income Tax Information

The following is a summary of the outstanding balanceprincipal United States federal income taxation consequences to participants and us with respect to participation in the Amended 2014 Plan. This summary is not exhaustive, and does not discuss state, local or foreign tax laws.

Award Implications for Us

Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Debentures.Code (described below) and the satisfaction of a tax reporting obligation, we are entitled to a deduction in the same amount and in the same year as the ordinary income recognized by participants with respect to the awards they receive pursuant to the Amended 2014 Plan.

Award Implications for Participants

An optionee who is granted an incentive stock option generally does not recognize taxable income at the time the option is granted or upon its exercise; however, the exercise is an adjustment item for alternative minimum tax purposes and may subject the optionee to the alternative minimum tax. Upon a disposition of the shares more than two years after grant of the option and more than one year after exercise of the option, any gain or loss is treated as long-term capital gain or loss. If these holding periods are not satisfied, the optionee recognizes ordinary income at the time of disposition equal to the difference between the exercise price and the lower of (i)��the fair market value of the shares at the date of the option exercise, or (ii) the sale price of the shares. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income is treated as long-term or short-term capital gain or loss, depending on the holding period.

No taxable income is generally recognized by an optionee upon the grant of a nonstatutory stock option. Upon exercise, the optionee will generally recognize ordinary income equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for those shares. When the optionee disposes of shares granted as a nonstatutory stock option, any difference between the sale price and fair market value of the shares on the exercise date is treated as long-term or short-term capital gain or loss, depending on the holding period.

A participant acquiring restricted stock generally will recognize ordinary income equal to the difference between the fair market value of the shares on the “determination date” (as defined below) and their purchase price, if any. The “determination date” is the date on which the participant acquires the shares unless they are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture. If the determination date is after the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to have the date of acquisition be the determination date by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the determination date, will be taxed as capital gain or loss. Such gain or loss will be long-term or short-term depending on whether the shares were held for more than one year.

No taxable income is recognized upon receipt of a RSU award. In general, the participant will recognize ordinary income, in the year in which the shares subject to that unit vest and are actually issued to the participant, in an amount equal to the fair market value of the shares on the date of issuance.

No taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss, long-term or short-term depending on whether the shares were held for more than one year.

A participant generally will recognize no income upon the grant of a performance award. Upon the settlement of cash awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received. If the participant receives shares of restricted stock or RSUs, the participant generally will be taxed in the same manner as described above for restricted stock or RSUs, as applicable. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and income previously recognized on the shares, will be taxed as capital gain or loss, long-term or short-term depending on whether the shares were held for more than one year.

Tax Withholding

If the participant is an employee, any ordinary income arising from an award generally is subject to withholding of income and employment taxes.

Section 162(m)

Generally, Section 162(m) of the Code (“Section 162(m)”) disallows public companies a tax deduction for federal income tax purposes of compensation in excess of $1 million paid to their chief executive officer and certain other specified officers in any taxable year. For tax years ending prior to December 31, 2017, compensation in excess of $1 million could only be deducted if it was “performance-based compensation” within the meaning of Section 162(m) or qualified for one of the other exemptions from the deduction limit. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered officers (which now also includes our Chief Financial Officer) in excess of $1 million will generally not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)’s “performance-based compensation” exemption from the deduction limit, no assurance can be given that that compensation attributable to awards granted under the Amended 2014 Plan intended to satisfy the requirements for exemption from Section 162(m) will in fact qualify.

Possible Effects if Proposal No. 3 is ApprovedNew Plan Benefits

AsAll of May 15,our directors, officers, employees and consultants are eligible to receive awards under the Amended 2014 Plan. Awards under the Amended 2014 Plan are discretionary, and we have not approved any awards, including stock options, that are conditioned on stockholder approval of the Amended 2014 Plan. Accordingly, we cannot currently determine the benefits or number of shares subject to awards, including stock options and RSUs, that may be granted in the future to executive officers, directors and employees under the Amended 2014 Plan.

Plan Benefits

The following table presents certain information with respect to options and RSUs granted under the 2014 Plan during fiscal year 2017 to (i) each of our named executive officers, (ii) each of our current directors, (iii) all current executive officers as a group, (iv) all currentnon-employee directors as a group, and (v) all current employees, excludingnon-executive officers, as a group. On December 29, 2017, the Record Date, we had 21,421,016last trading day of fiscal year 2017, the last reported sales price of our common stock was $7.34.

2014 Plan

Since its inception, no shares have been issued to any associate of any director, nominee or executive officer under the 2014 Plan. No person has been issued or will be issued five percent or more of the total amount of shares issued under the Amended 2014 Plan.

Equity Compensation Plan Information

The following table provides information as of December 31, 2017 with respect to shares of our common stock issued and outstanding. Based on the current terms of the Debentures and the requirement that the minimum volume-weighted average price of our common stock is not less than $1.00, but disregarding the 20% Cap, we could potentially issue up to a maximum of 31,568,181 shares of our common stock upon redemptions of principal only of the Debenture, which amount would represent 59.6% of our total outstanding common stock following the issuance of such maximum based on our current outstanding common stock. Accordingly, if this Proposal No. 3 is approved, our stockholders may experience significant additional dilution in the event we issue shares of our common stock upon redemptions or conversions of the Debenture in excess of the 20% Cap to which we are currently subject. Such additional dilution would afford our current stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Company. Additionally, the resale of the shares of our common stock issued in satisfaction of the Debentures into the public markets could cause the market price of our common stock to decline.

Our board of directors believes approval of Proposal No. 3 is in the best interests of our Company and our stockholders because it will provide us additional flexibility to determine whether or not to satisfy redemptions and conversions of the Debentures in shares of our common stock or in cash. If Proposal No. 3 is not approved by our stockholders, then we will be limited to issuing a maximum of 4,269,522 shares of our common stock in satisfaction of the Debentures. Any additional payment obligations would need to be satisfied in cash. In order to generate the cash needed to satisfy redemptions of the Debentures, we would likely need to sell shares of our common stock in separate private placements or public offerings, which may be difficult to complete or may need to be completed at times or prices when the market conditions forissued under our common stock are not optimal. If we are not able to generate the cash needed to satisfy our obligations under the Debentures and do not then have sufficient unrestricted cash to pay redemptions under the Debentures, then we may be forced to default under the Debentures if we have then issued shares up to the 20% Cap. Accordingly, we believe approval of Proposal No. 3 will afford us with significant flexibility to meet our obligations under the Debentures and simultaneously help to preserve our cash resources for our planned operating activities.existing equity compensation plans.

Possible Effects if Proposal No. 3 is Not Approved

Recommendation and Vote

Under NASDAQ Listing Rule 5635, theThe affirmative vote of a majority of the votes cast is required for stockholder approval of the proposal to approve the issuanceamendment to the 2014 Plan to (1) increase the number of shares of the Company’s common stock uponthat may be issued under the conversion or redemption2014 Plan by 1,600,000 shares, and (2) eliminate the fixed share cap included in the evergreen provision. Abstentions will have the effect of a vote AGAINST the Debentures withoutproposal. Brokernon-votes will have no effect on the need for any limitation or cap on issuances. Abstentions and broker non-votes are not counted as votes cast and will not be counted in determining whether the proposal has been approved.proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE ISSUANCEAMENDMENT TO THE 2014 PLAN TO: (1) INCREASE THE NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK UPONTHAT MAY BE ISSUED UNDER THE CONVERSION OR REDEMPTION OF2014 PLAN BY 1,600,000 SHARES, AND (2) ELIMINATE THE COMPANY’S 9.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURES DUE FEBRUARY 28, 2020 WITHOUTFIXED SHARE CAP INCLUDED IN THE NEED FOR ANY LIMITATION OR CAP ON ISSUANCES AS REQUIRED BY AND IN ACCORDANCE WITH NASDAQ LISTING RULE 5635.EVERGREEN PROVISION.

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of May 15, 2017.April 30, 2018. Each executive officer serves at the discretion of our boardBoard of directorsDirectors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Peter Maag, Ph.D.For a brief biography of Dr. Maag, please see “BOARD OF DIRECTORS AND CORPORATE GOVERNANCE—Directors with Terms Expiring at the Annual Meeting—Nominees for Director. Continuing Directors.”

Michael Bell has served as our Chief Financial Officer since April 2017. He has over 20 years of international finance and accounting experience. From January 2016 to March 2017, Mr. Bell served as the Chief Financial Officer of Metabiota, Inc., a San Francisco-based company that develops and sells risk analytics products focused on infectious disease. From May 2012 to January 2016, he served as the Chief Financial Officer of Singulex, Inc., a clinical diagnostics company. Prior to that, Mr. Bell held leadership and executive positions within Novartis, including with Novartis Diagnostics, a global provider of blood screening solutions, where he served as Chief Financial Officer from 2011 to 2012, and Senior Director, Global Head of Finance from 2008 to 2011. Mr. Bell also previously worked for several years in public accounting with both Ernst & Young LLP and Deloitte, UK. He holds a Bachelor of Science degree in Mathematics with Computing from the University of Leicester in the United Kingdom, and is a Fellow of the Institute of Chartered Accountants in England & Wales.

Anders Karlsson, M.B.A. has served as our Chief International Business Officer since April 2016. Prior to that, he served as the Chief Executive Officer of Allenex AB, a life sciences company that developed, manufactured, marketed and sold products for safer transplantation of blood stem cells and organs, since 2011. In April 2016, Allenex AB was acquired by us and continues operations as a wholly owned subsidiary. From 2009 to 2011, Mr. Karlsson served as the Chief Executive Officer of Olerup International AB, a global distributor of molecular diagnostic products and services. From 2008 to 2009, Mr. Karlsson served as the Chief Executive Officer of AbSorber AB, a biotech company that develops products for increasing the probability of transplantation success. Prior to that, Mr. Karlsson held positions of increasing responsibility at Novartis Pharmaceutical in Sweden, including Head of Sales, Head of Sales and Marketing, and Country President for Novartis Norway. Mr. Karlsson studied economics at University of Jönköping and marketing management at IHM Business School Linköping. Mr. Karlsson received his M.B.A. from the Henley Business School of the University of Reading, United Kingdom.

Sasha King, M.B.A. has served as our Chief Commercial Officer since October 2017. Ms. King brings over 10 years of diagnostics and genetic testing experience. Prior to becoming our Chief Commercial Officer, she served as our Ad Interim Chief Commercial Officer from June to October 2017 and as our Head of Marketing from March to June 2017. From August 2015 to March 2017, she worked in companion diagnostics marketing at Genentech, and was a sales leader at Ariosa Diagnostics from July 2013 to August 2015. While at Genentech, she worked on the launch of the first FDA approved cell free DNA test in oncology, the PD-Ll test launch, and the Foundation Medicine partnership. Ms. King was an early member of the commercial team at Ariosa, a leader in the field of noninvasive prenatal testing (“NIPT”), which is now part of the Roche Group. She led the launch of their test into Asia Pacific and Canada. From August 2008 to July 2011, Ms. King worked at Fletcher Spaght, a

life science consulting and venture capital fund. She received a bachelor of science in bioengineering from Massachusetts Institute of Technology in 2008 and an M.B.A. from Stanford Graduate School of Business in 2013.

Mitchell J. Nelles, Ph.D. has served as our Chief Operating Officer since January 2012. Prior to that, he served as our Vice President, Research and Development and Technical Operations since December 2006. From August 2003 to October 2006, Dr. Nelles was Vice President of North America Research and Development at bioMérieux, Inc., anin vitro diagnostics company. From December 2001 to July 2003, Dr. Nelles was Vice President of Research and Development at TriPath Oncology, a subsidiary of TriPath Imaging Inc., a company that develops, manufactures, markets and sells solutions to improve the clinical management of cancer. Dr. Nelles holds a B.A. in Biological Sciences from Rutgers College, a Ph.D. in Biomedical Sciences (Immunology) from the University of Texas, Health Sciences Center at Dallas, and has completed postdoctoral training in Immune Regulation at Brandeis University.

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John J. Sninsky, Ph.D. has served as our Chief Scientific Officer since January 2015. Prior to that, he served in a variety of increasingly senior roles at early stage biotechnology and global pharmaceutical companies. From November of 2000 to August 2014, Dr. Sninsky served as Vice President of Discovery Research at Celera Corporation (now part of Quest Diagnostics), a molecular diagnostic company focused on personalizing disease management. He has been responsible for high throughput DNA genotyping, RNA expression, biostatistics, bioinformatics and computational biology groups with a focus on infectious disease, cardiometabolic disease and oncology. Dr. Sninsky received a bachelor’s degree in biology from Bates College and a Ph.D. in biology from Purdue University. He was a postdoctoral fellow in Genetics and Medicine at Stanford University School of Medicine.

Todd Whitsonhas served as our Chief Commercial Officer since April 2016. Prior to that, from August 2011 to April 2016, he served as Vice President of Commercial Operations of Ariosa Diagnostics, a company that provides non-invasive prenatal testing. Mr. Whitson served as Vice President of Oncology Sales for LabCorp from January 2011 until August 2011. From January 2008, Mr. Whitson held several senior sales positions with Genzyme Genetics. He held these positions with Genzyme Genetics until January 2011, when LabCorp acquired Genzyme Genetics. Prior to joining Genzyme Genetics, Mr. Whitson held District Sales Manager positions with Eli Lilly and then with Novartis. Mr. Whitson earned a B.A. in economics and psychology, cum laude, from Lafayette College and an M.A. in sports administration from the University of Richmond.

James P. Yee, M.D., Ph.D. has served as our Chief Medical Officer since August 2006. From January 2003 to June 2006, Dr. Yee was Vice President and Head of Development for Celera Genomics, Inc., a diagnostics company. From June 1995 to December 2002, he was Vice President of Preclinical and Clinical Development at Roche Bioscience, a division of F.Hoffmann-La Roche Ltd. Earlier in his career, Dr. Yee held a variety of research and development positions of increasing responsibility at Syntex Corporation, including Vice President and Director of the Institute for Clinical Medicine from 1989 to 1992. Dr. Yee is certified in internal medicine by the American Board of Internal Medicine. Dr. Yee holds a B.S. in Electrical Engineering and Computer Science and a Ph.D. in Biophysics from the University of California at Berkeley, and an M.D. from the University of California, Los Angeles School of Medicine.

Legal Proceedings with Executive Officers

There are no legal proceedings related to any of the executive officers which require disclosure pursuant to Items 103 or 401(f) ofRegulation S-K.

EXECUTIVE COMPENSATION

Our named executive officers for 2016,2017, which consist of our principal executive officer and the next two most highly compensated executive officers, are:

Processes and Procedures for Compensation Decisions

Our compensation committeeCompensation Committee is responsible for the executive compensation programs for our executive officers and reports to our boardBoard of directorsDirectors on its discussions, decisions and other actions. The salary and bonuses paid to our executive officers are reviewed annually by the compensation committee.Compensation Committee. Typically, our Chief Executive Officer makes recommendations to our compensation committee,Compensation Committee, often attends committee meetings and is involved in the determination of compensation for the respective executive officers who report to him, except that the Chief Executive Officer does not make recommendations as to his own compensation. Our Chief Executive Officer makes recommendations to our compensation committeeCompensation Committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement. Our Chief Executive Officer recuses himself from compensation committeeCompensation Committee and board discussions when his compensation is reviewed. Our compensation committeeCompensation Committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other than the Chief Executive Officer, as well as each individual compensation component. Our compensation committeeCompensation Committee makes recommendations to our boardBoard of directorsDirectors regarding, or determines, compensation for the Chief Executive Officer. The Compensation Committee or the independent members of our boardBoard of directorsDirectors make the final decisions regarding executive compensation for the Chief Executive Officer.

Our compensation committeeCompensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. Beginning in 2014, the compensation committeeCompensation Committee retained Radford Associates, a national compensation consultant, to provide it with information, recommendations and other advice relating toabout executive compensation on an ongoing basis. Accordingly, Radford now serves at the discretion of our compensation committee.Compensation Committee. Our compensation committeeCompensation Committee engaged Radford to assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive and fair.

Summary Compensation Table

The following table provides information regarding the compensation awarded to, or earned by, our named executive officers during 20152016 and 2016.2017.

Summary Compensation Table

Non-Equity Incentive Plan Compensation

Each of our named executive officers is eligible for cash annual incentive payments. For 2016,2017, Dr. Maag had a target annual incentive of up to 55%70% of his base salary, as contractually set forth in his Chief Executive Employment Agreement described below.salary. Dr. NellesYee was eligible for a target annual incentive of 40% of his base salary and Dr. YeeMr. Bell was eligible for a target annual incentive of 40%35% of his base salary.

Payment of an incentive is based on our performance against certain key performance indicators. For 2016,2017, our key performance indicators included patients served, our profits, our partnering relationships, ourgrowing AlloMap and Olerup; launching AlloSure; sales, gross margin and general and administrative cost targets; partnering; expanding the Company’s pipeline and our performance culture.retaining developing and attracting top talent. We measure our actual performance against our budgeted goals, and then determine an incentive payout. For fiscal year 2016, all of2017, our executive officers were awarded between 75% and 120% of the target annual bonus amounts.amounts, and our NEOs were specifically awarded the following percentages of their target annual bonus amounts:

Employment Agreements for Named Executive Officers

Peter Maag, Ph.D.

We entered into a Chief Executive Employment Agreement with Dr. Maag, dated September 19, 2012, under which Dr. Maag serves as our President and Chief Executive Officer. The agreement provides for “at-will”

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“at-will”employment and sets forth certain agreed upon terms and conditions of employment. During fiscal year 2017, Dr. Maag’s current annual base salary iswas $450,000, and hewhich was increased to $495,000 effective April 1, 2018. He is currently eligible for a target annual bonus of up to 55% of his base salary.

Mitchell J. Nelles

We entered into an offer letter with Mitchell J. Nelles, dated November 21, 2006, under which Dr. Nelles was initially employed as our Vice President, R&D/Tech Ops. The agreement provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment. Effective, January 2012, Dr. Nelles was promoted and has since served as our Chief Operating Officer. Dr. Nelles’ current annual base salary is $325,000, and he is currently eligible for a target annual bonus of up to 40%70% of his base salary.

James P. Yee, M.D., Ph.D.

We entered into an offer letter with Dr. Yee, dated July 31, 2006, under which Dr. Yee serves as our Chief Medical Officer. The agreement provides for “at-will”“at-will” employment and sets forth certain agreed upon terms and conditions of employment. During fiscal year 2016,2017, Dr. Yee’s annual base salary was $376,000,$385,000, which was increased to $385,000$392,700 effective April 1, 2017.2018. He is currently eligible for a target annual bonus of up to 40% of his base salary.

Michael Bell

We entered into an offer letter with Mr. Bell, dated April 21, 2017, under which Mr. Bell serves as our Chief Financial Officer. The agreement provides for“at-will” employment and sets forth certain agreed upon terms and conditions of employment. During fiscal year 2017, Mr. Bell’s annual base salary was $335,000, which was increased to $342,538 effective April 1, 2018. He is currently eligible for a target annual bonus of up to 45% of his base salary.

Potential Payments and Benefits upon Termination or Change of Control for Officers

Peter Maag, Ph.D.

Pursuant to Dr. Maag’s Change of Control and Severance Agreement, dated May 1, 2014, if within two months prior to, or twelve months following a change of control, we or our successor terminate Dr. Maag’s employment without cause, Dr. Maag will be entitled to (a) twelve months’ severance, (b) acceleration of vesting equal to 100% of any unvested options, (c) a lump sum payment equal to Dr. Maag’s annual bonus, and (d) twelve months of continued benefits,provided, that such reimbursement will cease on the date that Dr. Maag becomes covered under a similar plan of a new employer. Pursuant to the agreement, if we or a successor terminate Dr. Maag’s employment without cause and such termination occurs outside of a change of control event, Dr. Maag will be entitled to (a) twelve months’ severance, and (b) twelve months of continued benefits,provided, that such reimbursement will cease on the date that Dr. Maag becomes covered under a similar plan of a new employer.

Mitchell J. Nelles

Pursuant to Dr. Nelles’ Change of Control and Severance Agreement, dated June 30, 2014, if within two months prior to, or twelve months following a change of control, we or our successor terminate Dr. Nelles’ employment without cause, Dr. Nelles will be entitled to (a) twelve months’ severance, (b) acceleration of vesting equal to 100% of any unvested options, (c) a lump sum payment equal to Dr. Nelles’ annual bonus and (d) twelve months of continued benefits, provided, that such reimbursement will cease on the date that Dr. Nelles becomes covered under a similar plan of a new employer. Pursuant to the agreement, if we or a successor terminate Dr. Nelles’ employment without cause and such termination occurs outside of a change of control event, Dr. Nelles will be entitled to (a) six months’ severance, and (b) six months of continued benefits,provided, that such reimbursement will cease on the date that Dr. Nelles becomes covered under a similar plan of a new employer.

James P. Yee, M.D., Ph.D.

Pursuant to Dr. Yee’s Change of Control and Severance Agreement, dated May 1, 2014, if within two months prior to, or twelve months following a change of control, we or our successor terminate Dr. Yee’s employment without cause, Dr. Yee will be entitled to (a) twelve months’ severance, (b) acceleration of vesting equal to 100% of any unvested options, (c) a lump sum payment equal to Dr. Yee’s annual bonus and (d) twelve months of

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continued benefits, provided, that such reimbursement will cease on the date that Dr. Yee becomes covered under a similar plan of a new employer. Pursuant to the agreement, if we or a successor terminate Dr. Yee’s employment without cause and such termination occurs outside of a change of control event, Dr. Yee will be entitled to (a) six months’ severance, and (b) six months of continued benefits,provided, that such reimbursement will cease on the date that Dr. Yee becomes covered under a similar plan of a new employer.

Michael Bell

Pursuant to Mr. Bell’s Change of Control and Severance Agreement, dated April 17, 2017, if within two months prior to, or twelve months following a change of control, we or our successor terminate Mr. Bell’s employment without cause, Mr. Bell will be entitled to (a) twelve months’ severance, (b) acceleration of vesting equal to 100% of any unvested options, (c) a lump sum payment equal to Mr. Bell’s annual bonus and (d) twelve months of continued benefits, provided, that such reimbursement will cease on the date that Mr. Bell becomes covered under a similar plan of a new employer. Pursuant to the agreement, if we or a successor terminate Mr. Bell’s employment without cause and such termination occurs outside of a change of control event, Mr. Bell will be entitled to (a) six months’ severance, and (b) six months of continued benefits,provided, that such reimbursement will cease on the date that Mr. Bell becomes covered under a similar plan of a new employer.

For purposes of each of the foregoing change of control and severance agreements, “cause” means generally:

401(k) Plan

Our retirement plan, which we refer to as the 401(k) plan, is qualified under Section 401 of the Code. Eligible employees, including all of our full-time employees, may elect to reduce their current compensation by an amount no greater than the statutorily prescribed annual limit and may have that amount contributed to the 401(k) plan. Matching contributions may be made to the 401(k) plan at the discretion of our board. To date,Board of Directors. During 2017, we havedid not mademake any matching contributions to the 401(k) plan. On January 1, 2018, we began to make contributions to the 401(k) plan.

Outstanding Equity Awards at FiscalYear-End

The following table presents certain information concerning equity awards held by our executive officers, including each of our named executive officers, as of December 31, 2016.2017.

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Hedging and Pledging Policies

Our insider trading policy prohibits our directors, officers (including our executive officers), employees and agents, as well as their immediate family members, from engaging in short sales of our securities and from engaging in transactions in publicly-traded options and other derivative securities with respect to our securities. This prohibition extends to any hedging or similar transactions designed to decrease the risks associated with holding our securities. Our insider trading policy also prohibits certain individuals, including our directors and executive officers, from pledging our securities as collateral for loans.