Bryan Riggsbee
CareDxAbout Bryan Riggsbee
R. Bryan Riggsbee, 54, is an independent director of CareDx since 2024 and currently serves as Chairman of the Audit & Finance Committee. He was formerly CFO of Myriad Genetics (2014–2024) and served as interim President & CEO in 2020; prior roles include SVP Corporate Finance at LabCorp (2004–2014), finance roles at GE, and KPMG audit; he holds an MBA from Northwestern and BA degrees from UNC Chapel Hill and NC State and is a licensed CPA (NC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Myriad Genetics (Nasdaq: MYGN) | Chief Financial Officer | 2014–Jan 2024 | Led finance during strategy and transformation |
| Myriad Genetics | Interim President & CEO | 2020 | Executive leadership during transition |
| LabCorp (NYSE: LH) | SVP, Corporate Finance (FP&A and Treasury) | 2004–2014 | Enterprise FP&A, treasury leadership |
| General Electric | Various finance roles | Not disclosed in filing | Finance and operations experience |
| KPMG | Audit division | Career start (not dated) | Audit and controls foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| N/A | None disclosed | — | No other current external roles disclosed in proxy biography |
Board Governance
- Independence: Board determined Riggsbee is an independent director under Nasdaq rules; all audit, compensation, and nominating committee members are independent .
- Committee assignments: Chair, Audit & Finance Committee; also includes George W. Bickerstaff III and Christine M. Cournoyer as members .
- Financial expert: Audit & Finance Committee determined Riggsbee qualifies as an “audit committee financial expert” and meets Nasdaq financial sophistication requirements .
- Attendance and engagement: In 2024, each director attended at least 86% of board and applicable committee meetings; the Audit & Finance Committee held six standalone meetings in 2024 .
- Board structure: Independent Chairman (Michael D. Goldberg) and regular executive sessions of independent directors .
Fixed Compensation
| Component | 2024 Policy | 2025 Update | Notes |
|---|---|---|---|
| Annual cash retainer (Board) | $45,000 | $50,000 (effective 4/17/2025) | Payable quarterly; directors may elect cash and/or stock |
| Audit & Finance Committee Chair retainer | $20,000 | Unchanged disclosed; policy revised primarily equity mix | Chair premium for committee leadership |
| Committee member retainers | Audit $10,000; Comp $7,500; Gov/Nom $5,000; Tech $5,000 | Not specifically changed in April 2025 update | Paid quarterly, prorated |
| Director 2024 Fees and Grants | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| R. Bryan Riggsbee | 52,500 | 249,979 | 250,089 | 552,568 |
Performance Compensation
| Grant Type | 2024 Structure | Vesting | 2025 Structure Change | Vesting |
|---|---|---|---|---|
| Initial equity (upon joining) | $100,000 option + $100,000 RSUs (grant-date fair value) | Options vest monthly over 3 years; RSUs vest 1/3 annually over 3 years | Initial equity increased to $400,000 RSUs; options eliminated | RSUs vest in three equal annual installments |
| Annual equity (for continuing directors) | $150,000 option + $150,000 RSUs | Option vests monthly over 1 year; RSUs vest at 1 year | Annual RSUs increased to $225,000; annual option eliminated | RSUs vest on earlier of 1st anniversary or day before next AGM |
| Change-in-control treatment | Full acceleration of director options/RSUs on CIC | As stated | Unchanged (equity under 2024 Plan; no automatic single-trigger in plan terms) | As stated |
Compensation structure analysis: The April 17, 2025 policy shift eliminated options in favor of larger RSU grants and raised the cash retainer to $50k, aligning with CareDx’s stated plan to reduce burn rate and dilution (moved to full‑value RSUs/PSUs, eliminated options) .
Other Directorships & Interlocks
- Current public company boards: None disclosed in proxy biography for Riggsbee .
- Interlocks: The Compensation Committee disclosed no interlocks or insider participation for fiscal 2024 .
Expertise & Qualifications
- CPA (North Carolina); expertise in FP&A, treasury, risk management, compliance; extensive finance leadership (Myriad, LabCorp) .
- Audit Committee Financial Expert designation by the Board .
- Education: MBA Northwestern; BA (Political Science) UNC Chapel Hill; BA (Accounting) NC State .
Equity Ownership
| Ownership Detail (as of 3/31/2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (shares) | 20,786 (less than 1%) |
| Of which: Common shares held | 2,281 |
| Of which: Options exercisable within 60 days | 18,505 |
| Of which: RSUs vesting within 60 days | 0 |
| Unvested RSUs outstanding (12/31/2024) | 17,414 |
| Unexercised options outstanding (12/31/2024) | 25,808 |
- Stock ownership policy (non‑employee directors): Required holdings equal to at least 3× annual cash retainer; includes shares, vested RSUs, in‑the‑money vested options; compliance window until the later of the 2025 annual meeting or the first annual meeting held after six years from appointment .
- Hedging/pledging: Company policy prohibits short sales and derivative hedging and restricts pledging absent pre‑clearance .
Related Party / Conflicts
- Upon appointment, the company disclosed no related‑party transactions for Riggsbee and no selection pursuant to any arrangement; an indemnification agreement was executed .
- The Audit & Finance Committee reviews and approves related‑party transactions and assists with conflict resolution involving directors .
Director Stockholder Votes and Shareholder Signals
| Item (2025 Annual Meeting, June 12, 2025) | For | Withheld/Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Election of R. Bryan Riggsbee (Class II) | 42,839,955 | 891,417 | — | 6,026,396 |
| Say‑on‑Pay (NEO compensation) | 40,012,994 | 3,694,527 | 23,851 | 6,026,396 |
| 2024 Equity Plan Amendment (+1.6M shares) | 27,296,700 | 16,389,509 | 45,163 | 6,026,396 |
Interpretation: Strong shareholder support for Riggsbee’s election and majority approval of Say‑on‑Pay; equity plan expansion passed with a closer margin, consistent with broader investor scrutiny of dilution .
Compliance and Insider Filings
- Section 16(a): Company reported certain late filings in 2024, including Riggsbee’s Form 3 filed June 17, 2024 (after his March 11, 2024 appointment) .
Governance Assessment
-
Positives:
- Independent, audit‑savvy director with CFO pedigree; designated audit committee financial expert and serving as Audit & Finance Committee Chair .
- Active committee oversight: six standalone audit meetings in 2024; board‑wide attendance ≥86% indicates engagement .
- Strong investor support for his election in 2025 .
- Compensation policy shifts reduce option usage, align with burn‑rate discipline, and simplify equity for directors (RSU‑only) .
- Robust policies: director ownership guidelines; hedging/pledging restrictions; clawback policy applies to equity awards (via 2024 Plan) .
-
Watch items / potential red flags:
- Late Form 3 in 2024 noted in the company’s Section 16(a) disclosure (administrative compliance point) .
- Director pay mix moved to higher RSU values and higher cash retainer (from $45k to $50k) effective 2025; while options were eliminated, the larger RSU value and higher initial grant ($400k) warrant monitoring for pay inflation relative to performance and dilution goals .
Appendix: Role and Committee Snapshot
- Appointment date: March 11, 2024 (Class II director) .
- Committee chair: Audit & Finance (since appointment) .
- Independence: Affirmed by Board under Nasdaq and SEC rules .
- Audit Committee mandate: auditor oversight, internal controls, related‑party reviews, capital structure policies, risk oversight including cyber, and conflicts involving directors .