Arthur Torres
CareDxAbout Arthur A. Torres
Arthur A. Torres, age 78, is an independent director of CareDx, Inc. since 2021 and serves as Chairman of the Governance & Nominating Committee. A former California State Senator and long-time public official, he brings deep regulatory and legal expertise and ESG leadership; his education includes a J.D. from UC Davis School of Law and a B.A. in Government from UC Santa Cruz . The Board has affirmatively determined Torres is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California State Senate | Senator | 1982–1994 | Chaired Assembly Health Committee earlier; legislative leadership in health policy and insurance |
| California Democratic Party | Chairman | 1996–2009 | Party leadership; stakeholder engagement |
| San Francisco Public Utilities Commission | President & Member | 2010–2014 | Oversight of utilities governance and compliance |
| San Francisco Municipal Transportation Agency | Director | 2017–2020 | Transit governance; public oversight |
| Montgomery Asset Management | Vice President | Not disclosed | Finance/oversight experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PFM | Board Member | Current | Member, Audit Committee |
| Lifeguard Health Networks | Board Member | Current | Board governance |
| California Institute for Regenerative Medicine | Vice Chair Emeritus | Prior | Governance in biomedical funding |
| One Legacy (Organ Transplant Foundation) | Vice Chair Emeritus | Prior | Transplant sector expertise |
| University of California (Regent/Alumni Association) | Regent Emeritus; President Emeritus (Alumni Assoc.) | Prior | Higher ed governance |
Board Governance
- Committee assignments: Chairman, Governance & Nominating Committee; not a member of Audit & Finance or Compensation committees .
- Independence: Board determined Torres is independent under Nasdaq and SEC rules .
- Attendance and engagement: In FY2024, Board held five meetings; each director attended at least 86% of Board and applicable committee meetings; Governance & Nominating Committee held two meetings; Audit & Finance held six; Compensation & Human Capital held three; Technology & Innovation held three .
- Board leadership: Independent Chairman structure (Michael Goldberg) with regular executive sessions of independent directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Standard retainer for non‑employee directors in 2024 |
| Governance & Nominating Committee chair fee | $10,000 | Chair retainer in 2024 |
| Total cash fees received (Torres) | $55,000 | Actual 2024 cash fees |
| Policy change (effective Apr 17, 2025) | $50,000 | Annual retainer increased; applies to 2025 onward |
Non‑employee director stock ownership guideline requires holding shares equal to at least 3× the annual cash retainer; compliance window extends to the later of the 2025 annual meeting or six years after appointment .
Performance Compensation
| Equity Award | 2024 Grant Date Fair Value | Vesting/Terms |
|---|---|---|
| Annual RSUs (Torres) | $149,988 | RSUs vest in full one year after grant; change‑in‑control acceleration applies under 2024 Plan |
| Annual Options (Torres) | $150,049 | Options vest monthly over one year; change‑in‑control acceleration applies |
| Policy changes (Jan 6, 2025) | — | Amended vesting: unvested options fully vest the day before next annual meeting; RSUs vest by the earlier of one year or day before next annual meeting |
| Policy changes (Apr 17, 2025) | — | Eliminated annual options; increased annual RSU grant to $225,000; increased initial RSU grant for new directors to $400,000 |
Awards under the 2024 Equity Incentive Plan are subject to the company’s clawback policy adopted under Rule 10D‑1 and listing standards . The insider trading policy prohibits hedging and pledging of company securities, enhancing alignment .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| PFM | No | Board Member; Audit Committee | None reported; related party transaction policy oversight in place |
| Lifeguard Health Networks | No | Board Member | None reported; no related party transactions >$120k since Jan 1, 2024 |
Related party transactions: None exceeding $120,000 involving directors or their immediate family members since January 1, 2024; Audit & Finance Committee must approve any such transactions per policy .
Expertise & Qualifications
- Regulatory/legal: Extensive government and legal background supports oversight of compliance, ESG, and governance .
- Health/transplant expertise: Leadership roles at One Legacy; legislative health committee experience relevant to CareDx’s transplant focus .
- ESG leadership: Noted work on clean water and immigration reform; recognized for stakeholder representation .
Equity Ownership
As of December 31, 2024:
| Metric | Value |
|---|---|
| RSUs outstanding (Torres) | 10,570 |
| Options to purchase shares (total outstanding for Torres) | 55,045 |
As of March 31, 2025:
| Metric | Value |
|---|---|
| Common shares held (Torres) | 26,562 |
| Options exercisable or exercisable within 60 days | 53,707 |
| RSUs vesting within 60 days | 0 |
Record date shares outstanding for voting reference: 55,596,737 (April 15, 2025) . Non‑employee director stock ownership policy: minimum 3× annual retainer; compliance window as noted above .
Governance Assessment
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Strengths
- Independence and leadership: Torres is independent and chairs the Governance & Nominating Committee, which oversees board composition, evaluations, ESG/DEI, compliance, and director/corporate officer conflict approvals, indicating high governance engagement .
- Attendance and committee activity: Board and committees were active in 2024; each director attended ≥86% of meetings; Governance & Nominating met twice; consistent engagement supports board effectiveness .
- Alignment policies: Prohibition of hedging/pledging and adoption of clawback policy for incentive compensation; director stock ownership guidelines (3× retainer) promote alignment .
- Conflict controls: Formal related party transaction policy; no related party transactions involving directors >$120k since Jan 1, 2024 .
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Potential investor watch‑items
- Equity and vesting changes: 2025 amendments accelerate vesting for unvested options and allow RSUs to vest by the earlier of one year or immediately prior to the next annual meeting; annual director options eliminated and RSUs increased to $225k; initial RSU grants for new directors raised to $400k, shifting mix toward guaranteed/time‑based equity (monitor pay-for-performance rigor) .
- Dilution risk context: Company’s proposed increase to the 2024 Plan share reserve and associated overhang metrics (up to ~21% post‑amendment) raise dilution considerations; while not director‑specific, this is a broader governance signal to monitor .
- Burn rate history: Historical gross/net burn rates elevated but management outlines reductions and elimination of options going forward; continued oversight warranted .
Overall, Torres’ independence, regulatory expertise, and chair role in governance and compliance are positives for investor confidence; continued monitoring of equity compensation structure and share usage is advisable .