Fred Cohen
CareDxAbout Fred E. Cohen, M.D., D.Phil.
Fred E. Cohen is an independent director of CareDx (CDNA), age 68, serving on the Board since 2003, with independent director status indicated since 2014; he is nominated to continue as a Class II director through the 2026 annual meeting . He holds a Ph.D. from Oxford University, an M.D. from Stanford University, and a B.S. from Yale University, and brings deep biotechnology investment and scientific credentials as a founder of Vida Ventures, founder and chairman of Monograph Capital Partners, and Senior Advisor/Partner at TPG; he previously served as Professor of Cellular and Molecular Pharmacology at UCSF (1988–2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, San Francisco (UCSF) | Professor, Cellular & Molecular Pharmacology | 1988–2016 | Academic thought leadership; National Academy of Medicine fellow; broad biotechnology expertise |
| TPG | Partner; Senior Advisor | 2001–Present | Investment and governance experience across biotech portfolio companies |
| Vida Ventures | Founder & Senior Managing Director | 2017–Present | Biotech investing; finance and governance exposure |
| Monograph Capital Partners | Founder & Chairman | 2021–Present | Strategic capital formation and board-level oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kyverna Therapeutics | Director | 2020–Present | Current public-company board; autoimmune therapeutics |
| Progyny (Nasdaq: PGNY) | Director | 2019–June 2025 | Public-company board; fertility benefits |
| Intellia Therapeutics (Nasdaq: NTLA) | Director | 2019–Present | Public-company board; gene editing therapeutics |
| Urogen Pharma (Nasdaq: URGN) | Director | 2017–2024 | Public-company board; urology therapeutics |
| Novotech | Director | 2017–Present | Clinical services; private company |
| Tandem Diabetes (Nasdaq: TNDM) | Director | 2013–2019 | Diabetes devices |
| Biocryst (Nasdaq: BCRX) | Director | 2013–2019 | Rare disease therapeutics |
| Five Prime Therapeutics (Nasdaq: FPRX) | Director | 2013–2018 | Oncology therapeutics |
| Veracyte (Nasdaq: VCYT) | Director | 2013–2019 | Diagnostics; industry adjacency to CareDx |
| Roka Biosciences (Nasdaq: ROKA) | Director | 2014–2017 | Molecular diagnostics |
| Quintiles (NYSE: Q; merged into IQVIA) | Director | 2013–2015 | CRO industry leadership |
| American Academy of Arts & Sciences; National Academy of Medicine; AMIA | Member/Fellow | Current | Professional recognition and governance networks |
Board Governance
- Committee memberships: Technology and Innovation Committee member; not a chair (committee chaired by Dr. Hannah Valantine) .
- Independence: Board determined Dr. Cohen is independent under Nasdaq and SEC rules; all governance committees are fully independent .
- Attendance: Each director, including Dr. Cohen, attended at least 86% of aggregate Board and applicable committee meetings in FY2024; Board held five meetings, Technology & Innovation met three times .
- Board leadership: Independent Chairman (Michael D. Goldberg); separation of Chair and CEO roles; regular independent director sessions .
Fixed Compensation (Non-Employee Director)
| Component | Policy Basis (FY2024) | FY2024 Actual (Cohen) |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | $53,400 (fees earned/paid in cash) |
| Committee membership (Technology & Innovation) | $5,000 annual member retainer | Included in cash total (see left) |
| Committee chair premiums | $10,000 (Gov/Nom); $15,000 (Comp); $20,000 (Audit); $10,000 (Tech & Innovation) | Not applicable (not a chair) |
| Board Chair premium | $80,000 | Not applicable |
- Policy changes effective April 17, 2025: annual Board retainer increased to $50,000; annual options eliminated (from $150,000 grant date fair value to $0); annual RSUs increased to $225,000; initial director RSU increased to $400,000 .
Performance Compensation (Equity)
| Equity Element | FY2024 Grants (Fair Value) | Vesting/Terms |
|---|---|---|
| RSUs | $149,988 | Vests in full on the one-year anniversary (annual cycle); accelerates in full upon “change in control” per 2024 Plan |
| Stock Options | $150,049 | Vests in equal monthly installments over one year; accelerates in full upon “change in control” per 2024 Plan |
| RSUs held at 12/31/2024 | 10,570 units | Outstanding RSUs count disclosed as of YE2024 |
| Options held at 12/31/2024 | 63,731 options | Outstanding director options count disclosed as of YE2024 |
Notes: Non-employee director equity follows the outside director compensation policy; 2025 amendments shift mix further toward full-value RSUs (no options), reducing potential dilution/burn rate from options while maintaining at-risk alignment via equity .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Intellia Therapeutics (NTLA) | Director | No CareDx-related interlock disclosed; biotech therapeutics focus |
| Progyny (PGNY) | Director (through June 2025) | Benefits provider; unrelated to CareDx diagnostics operations |
| Veracyte (VCYT) | Former Director | Diagnostics adjacency; no related-party transactions disclosed with CareDx |
| Urogen Pharma (URGN), Tandem Diabetes (TNDM), Biocryst (BCRX), Five Prime (FPRX), Roka (ROKA), Quintiles (IQVIA predecessor) | Former Director | No CareDx related-party transactions disclosed; broad biotech governance network |
- Related-party transactions: None exceeding $120,000 involving any director since January 1, 2024; Audit & Finance Committee oversees such matters under written policy .
Expertise & Qualifications
- Biotechnology and clinical science leadership; elected fellow/member of National Academy of Medicine and other premier societies .
- Deep investment and finance experience (TPG; Vida Ventures; Monograph Capital) with focus on biotech .
- Public-company governance across multiple life sciences boards; valuable perspective for strategy and oversight .
- Academic foundation in pharmacology and medicine; advanced degrees from Oxford and Stanford .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 194,985; reported as less than 1% of outstanding common stock per proxy |
| Options outstanding (12/31/2024) | 63,731 options |
| RSUs outstanding (12/31/2024) | 10,570 units |
| Anti-hedging/pledging policy | Short sales, derivatives, hedging prohibited; pledging restricted with pre-clearance |
| Director stock ownership guidelines | Non-employee directors must hold shares equal to ≥3× annual Board cash retainer; compliance deadline is the later of the 2025 annual meeting or first annual meeting after six years from appointment |
Governance Assessment
- Independence and committee service: Independent under Nasdaq/SEC rules; serves on Technology & Innovation Committee; all governance committees are independent, reinforcing objective oversight .
- Engagement: Met at least the 86% meeting attendance threshold in FY2024 with active committee participation (Tech & Innovation held three meetings), supporting board effectiveness .
- Compensation structure alignment: Director equity historically blended RSUs and options with change-in-control acceleration; April 2025 policy shift increases RSU usage and removes options, signaling reduced dilution and stronger long-term alignment for directors (cash retainer increased to maintain competitiveness) .
- Ownership and alignment: Reported beneficial ownership (<1%) with additional RSUs and options outstanding; robust anti-hedging/pledging policy and director ownership guidelines promote skin-in-the-game, though individual compliance status is not disclosed .
- Conflicts/related-party exposure: No related-party transactions disclosed for directors, and Audit & Finance Committee pre-approves/oversees related-party and financial compliance items; Compensation Committee interlocks indicate no insider participation/conflicts in FY2024 .
- Shareholder sentiment: Prior say‑on‑pay approval (~96% for FY2023) evidences strong shareholder support for compensation governance (executive program), indirectly supportive of board oversight quality .
- RED FLAGS: None disclosed—no Section 16(a) delinquency for Dr. Cohen, no pledging reported, no related-party transactions, and no committee chair concentration that could overextend responsibilities .
Overall, Dr. Cohen’s scientific and investment background, independent status, and Technology & Innovation Committee role support board effectiveness at CareDx; policy updates to director compensation in 2025 further strengthen alignment and address dilution concerns while maintaining governance best practices .