Christine Cournoyer
CareDxAbout Christine M. Cournoyer
Christine M. Cournoyer, age 73, has served as an independent director of CareDx since 2019; she is Chairwoman of the Compensation & Human Capital Committee and a member of the Audit & Finance Committee, and has been designated an “audit committee financial expert.” She holds an M.A. from Northeastern University and a B.S. from the University of Massachusetts Lowell, with deep operating experience across healthcare technology and life sciences.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QIAGEN N.V. (NYSE: QGEN) | Vice President | 2019 | Life sciences operating and integration experience |
| N-of-One | Chairman & CEO | 2012–2019 | Led strategic process and successful sale to QIAGEN |
| Optum (UnitedHealth Group) | Vice President, Clinical Analytics | 2010–2011 | Healthcare analytics leadership |
| Picis (acquired by UnitedHealth Group) | President & COO | 2006–2010 | Contributed to sale to UnitedHealth Group |
| Harte-Hanks | Managing Director (Solutions) | 2005–2006 | Commercial leadership |
| IBM (NYSE: IBM) | CIO & Division Vice President | 1995–2002 | IT controls and cybersecurity experience |
| Lotus Development | SVP, CIO | 1994–1995 | Enterprise technology leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spok Holdings (Nasdaq: SPOK) | Chairman | 2022–Present | Public company board leadership |
| Emerson Hospital | Director | 2012–2018 | Non-profit governance |
| BJ’s Wholesale Club (NYSE: BJ) | Director | 2008–2011 | Public board governance |
| GTEC | Director | 2003–2006 | Public board governance |
| Lightbridge (Nasdaq: LTBR) | Director | 2002–2003 | Public board governance |
| Stride Rite (Nasdaq: LRN) | Director | 2001–2007 | Public board governance |
Board Governance
- Independence: The Board determined Ms. Cournoyer is independent under SEC and Nasdaq rules.
- Committee assignments: Chairwoman, Compensation & Human Capital Committee; Member, Audit & Finance Committee.
- Audit committee expertise: Designated “audit committee financial expert” and meets Nasdaq financial sophistication requirements.
- Attendance: Each director attended at least 86% of Board and applicable committee meetings in FY2024; FY2023 threshold was at least 75%.
- Committee activity: Audit & Finance Committee held six standalone meetings in FY2024.
- Board leadership: Board has an independent Chairman and regularly holds independent director sessions.
Fixed Compensation
| Director Compensation (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $72,266 |
| Stock Awards (Grant-date fair value under ASC 718) | $149,988 |
| Option Awards (Grant-date fair value under ASC 718) | $150,049 |
| Total | $372,303 |
| Director Compensation (FY2023) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $84,453 |
| Stock Awards (Grant-date fair value under ASC 718) | $149,998 |
| Option Awards (Grant-date fair value under ASC 718) | $149,995 |
| Total | $384,446 |
- Note: In 2023, Ms. Cournoyer elected to receive part of her annual cash retainer in unrestricted shares ($41,752 cash; $42,701 stock in lieu of cash).
| Outside Director Cash Retainers (Policy in Effect FY2024) | Annual Amount (USD) |
|---|---|
| Board Member Retainer | $45,000 |
| Audit & Finance Committee Member | +$10,000 |
| Compensation & Human Capital Committee Member | +$7,500 |
| Governance & Nominating Committee Member | +$5,000 |
| Technology & Innovation Committee Member | +$5,000 |
| Audit & Finance Committee Chair | +$20,000 |
| Compensation & Human Capital Committee Chair | +$15,000 |
| Governance & Nominating Committee Chair | +$10,000 |
| Technology & Innovation Committee Chair | +$10,000 |
| Independent Chairman of the Board | +$80,000 |
Performance Compensation
| Director Equity Grants (Policy) | Grant Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial Appointment RSUs | $100,000 | 1/3 each year over 3 years | Accelerates in full upon “change in control” (as defined) |
| Initial Appointment Options | $100,000 | Equal monthly over 3 years | Accelerates in full upon “change in control” |
| Annual RSUs | $150,000 | Vests in full at 1 year | Accelerates in full upon “change in control” |
| Annual Options | $150,000 | Equal monthly over 1 year | Accelerates in full upon “change in control” |
| Company Incentive Metrics Overseen by Compensation Committee | Period | Weighting/Design |
|---|---|---|
| Short-Term Incentives (Cash) — Revenues | FY2024 | 40% weight |
| Short-Term Incentives (Cash) — Adjusted EBITDA | FY2024 | 40% weight |
| Short-Term Incentives (Cash) — Cash | FY2024 | 20% weight |
| PRSUs (NEOs, granted in 2023) — Revenues | 2-year performance (2023–2024) + 1-year time vest | 50% weight |
| PRSUs (NEOs, granted in 2023) — Adjusted EBITDA | 2-year performance (2023–2024) + 1-year time vest | 50% weight |
| 2025 Annual Equity Mix (NEOs) | 2-year performance PRSUs based on revenue goals + RSUs | 70% RSUs / 30% PRSUs |
The Compensation & Human Capital Committee (chaired by Ms. Cournoyer) retains an independent compensation consultant, maintains a clawback policy, and balances fixed/variable pay with multi-year vesting; the company states “Double Trigger” applies for NEO change-in-control benefits, while director awards accelerate on change-in-control per plan terms.
Other Directorships & Interlocks
| Company | Relationship to CDNA | Potential Interlock/Conflict |
|---|---|---|
| Spok Holdings (Nasdaq: SPOK) — Chairman | No disclosed related-party transactions with CDNA | None disclosed; Related-party transactions policy reviewed by Audit & Finance Committee |
| BJ’s Wholesale Club; GTEC; Lightbridge; Stride Rite; Emerson Hospital | Historical roles; no current CDNA transactions disclosed | None disclosed |
Expertise & Qualifications
- Relevant industry knowledge (life sciences, healthcare technology) from leadership roles at N-of-One, Optum, and Picis.
- M&A execution (led sale of N-of-One to QIAGEN; contributed to Picis sale to UnitedHealth Group).
- Investment/finance/accounting experience (managed P&L, raised capital, managed cash operations).
- Risk management and cybersecurity expertise (former CIO; deep understanding of IT controls).
- Audit Committee Financial Expert designation; meets Nasdaq financial sophistication.
- Public company board governance experience and independent status.
Equity Ownership
| Beneficial Ownership (as of March 31, 2025) | Shares | % of Outstanding |
|---|---|---|
| Christine M. Cournoyer | 111,717 | <1% (“*”) |
| Ownership Breakdown (as of March 31, 2025) | Shares |
|---|---|
| Common stock held | 43,175 |
| Options exercisable or exercisable within 60 days | 68,542 |
| RSUs vesting within 60 days | 0 |
| RSU Holdings (as of Dec 31, 2024) | Count |
|---|---|
| RSUs held by Ms. Cournoyer | 10,570 |
- Non-Employee Director Stock Ownership Policy: Must hold shares equal to at least 3x annual Board cash retainer; compliance deadline is the later of the 2025 annual meeting or six years post-appointment; hedging prohibited, pledging restricted and requires pre-clearance.
Insider Trading Policy & 10b5-1 Plans
| Item | Policy/Disclosure |
|---|---|
| Hedging and derivatives | Prohibited for directors, officers, employees, and agents. |
| Pledging | Restricted; requires pre-clearance and conditions. |
| Rule 10b5-1 plans | Directors/officers may adopt plans; trades executed per pre-set parameters; may amend/terminate subject to plan terms and policy. |
Note: Form 4 transaction details are not presented in the proxy; the Audit & Finance Committee oversees related-party transactions and none were disclosed since January 1, 2024.
Governance Assessment
- Positive signals: Independent director since 2019 with strong attendance (≥86% in FY2024), chairs Compensation & Human Capital Committee, and is an audit committee financial expert—indicating robust oversight of pay design and financial reporting; company maintains clawback, independent consultant, anti-hedging/pledging, and stock ownership guidelines.
- Alignment: Demonstrated equity alignment via annual RSU and option grants and prior election to receive part of cash retainer in stock; stock ownership policy targets ≥3x retainer.
- Conflicts/Related parties: No related-party transactions involving directors since Jan 1, 2024; Audit & Finance Committee formally reviews RPTs.
- RED FLAGS: Director equity awards accelerate in full upon change-in-control (single-trigger on director equity), which can be seen as less shareholder-friendly than double-trigger; monitor cumulative board commitments for overboarding risk, though none are flagged in proxy.
- Overall: Governance posture indicates credible board effectiveness with strong committee leadership and risk oversight; compensation structures are performance-oriented for NEOs and director ownership alignment is reinforced through policy.