George Bickerstaff III
CareDxAbout George W. Bickerstaff III
Independent director of CareDx since 2014; age 69; Class I director with current term expiring at the 2027 annual meeting. A career healthcare finance executive and investment banker: former CFO of Novartis Pharma AG; Partner & Managing Director at M.M. Dillon & Co.; prior senior finance roles at IMS Health, Dun & Bradstreet, and General Electric. Education: B.S. and B.A., Rutgers University. The Board has determined he is independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M.M. Dillon & Co. | Partner & Managing Director | 2005 – Present | Investment banking, healthcare finance expertise |
| Novartis Pharma AG | Chief Financial Officer | 2000 – 2005 | Global pharma operations and financial leadership |
| IMS Health | Chief Financial Officer | 1990 – 1997 | Data/analytics healthcare finance leadership |
| Dun & Bradstreet (NYSE: DNB) | Senior Vice President (Finance) | 1985 – 1989 | Corporate finance leadership |
| General Electric | Auditor & Engineer | 1978 – 1984 | Early career in audit/engineering |
| Workspace | EVP & CFO | 1999 – 2000 | Finance leadership |
| Uniscribe Professional Services | EVP & CFO | 1998 – 1999 | Finance leadership |
| Intellisource Group | EVP & CFO | 1998 | Finance leadership |
| Cognizant | Vice President (Finance) | 1997 | Corporate finance |
| American Oriental Bioengineering (Nasdaq: AOBI) | Scientific Advisor | 2008 – 2012 | Sector advisory (biotech) |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| International Vaccine Institute | Chairman | Current | Global health governance |
| The Global Leaders | Founding Member | Current | Leadership network |
| Innoviva (Nasdaq: INVA) | Director | 2017 – 2023 | Public company board (prior) |
| Sio Gene Therapies (Nasdaq: SIOX) | Director | 2018 – 2020 | Public company board (prior) |
| Inovio Pharmaceuticals (Nasdaq: INO) | Director | 2017 – 2018 | Public company board (prior) |
| Ariad Pharmaceuticals (Nasdaq: ARIA) | Director | 2016 – 2017 | Public company board (prior) |
| BMP Sunstone (Nasdaq: BJGP) | Director | 2008 – 2009 | Public company board (prior) |
| Vion Pharmaceuticals (Nasdaq: VION) | Director | 2005 – 2008 | Public company board (prior) |
| Amazys Holding | Director | 2005 – 2006 | Public company board (prior) |
| Additional private/non-profit roles | Director/Chair | 2008 – 2023 (various) | InCarda Therapeutics, RoosterBio, Optical Academy (Chair), Cardax (Independent Chair), Aegis Health Analytics; prior roles at ICMEC, Global Oncology, CDDEP, Gavi |
Board Governance
- Independence: Board determined Mr. Bickerstaff is independent under SEC and Nasdaq rules; also designated an “audit committee financial expert.”
- Committees (as of Apr 25, 2025): Audit & Finance; Compensation & Human Capital; Governance & Nominating (member on all; not a chair). Committee chairs: Audit—R. Bryan Riggsbee; Compensation—Christine M. Cournoyer; Governance—Arthur A. Torres.
- Attendance/Engagement (FY2024): Board held 5 meetings; Audit & Finance held 6; Compensation & Human Capital held 3; Governance & Nominating held 2; each director attended at least 86% of their aggregate Board+committee meetings. Independent directors hold regular executive sessions without management.
- Audit & Finance Committee report shows active oversight of financial statements, auditor independence, and risk management; report signed by Riggsbee, Bickerstaff, and Cournoyer.
- Board structure: Independent Chairman (Michael D. Goldberg). Board is declassifying starting 2025, with annual elections beginning 2027.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Payable quarterly; directors may elect stock vs. cash ratio for retainers |
| Committee member retainers | Audit: $10,000; Compensation: $7,500; Governance: $5,000; Technology: $5,000 | Chair retainers: Audit $20,000; Compensation $15,000; Governance $10,000; Technology $10,000 |
| Bickerstaff 2024 cash fees (actual) | $66,023 | As disclosed in Director Compensation Table |
| Non-employee director annual pay cap | $750,000 (first-year directors: $1,500,000) | Plan-based and cash combined cap under 2024 Equity Plan |
| 2024 Director Compensation – George W. Bickerstaff III | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 66,023 |
| Stock Awards (RSUs, grant-date fair value) | 149,988 |
| Option Awards (grant-date fair value) | 150,049 |
| Total | 366,060 |
Performance Compensation (Equity)
| Grant Type | Standard Annual Grant Value | Vesting | Change of Control | Other Terms |
|---|---|---|---|---|
| RSUs (continuing directors) | $150,000 | Vest in full on 1-year anniversary of grant | Full acceleration upon change in control (director awards) | Directors may defer settlement under deferral program |
| Stock Options (continuing directors) | $150,000 | Vest monthly over 1 year | Full acceleration upon change in control (director awards) | 10-year max term; strike = FMV at grant; no discount options |
| New director onboarding (one-time) | RSU $100,000; Option $100,000 | RSUs vest 1/3 annually over 3 years; options vest monthly over 3 years | Full acceleration upon change in control (director awards) | Applies when first appointed; rounded to nearest whole share |
- Performance metrics tied to director compensation: None disclosed; director equity awards are time-based (no TSR/financial metric linkage). Awards are subject to the company’s clawback policy to the extent applicable under the Plan; the separate executive clawback policy applies to executive officers.
Other Directorships & Interlocks
| Company | Ticker/Type | Role | Years | Interlock/Conflict Notes |
|---|---|---|---|---|
| Innoviva | Nasdaq: INVA | Director | 2017 – 2023 | Prior public board; no CDNA conflict disclosed |
| Sio Gene Therapies | Nasdaq: SIOX | Director | 2018 – 2020 | Prior public board |
| Inovio Pharmaceuticals | Nasdaq: INO | Director | 2017 – 2018 | Prior public board |
| Ariad Pharmaceuticals | Nasdaq: ARIA | Director | 2016 – 2017 | Prior public board |
| BMP Sunstone | Nasdaq: BJGP | Director | 2008 – 2009 | Prior public board |
| Vion Pharmaceuticals | Nasdaq: VION | Director | 2005 – 2008 | Prior public board |
| Amazys Holding | Public | Director | 2005 – 2006 | Prior public board |
| Various private/non-profit boards | — | Director/Chair | 2008 – 2023 | No conflicts with CDNA disclosed |
- Compensation Committee interlocks: None in FY2024; committee members were independent, with no Item 404 relationships. Independent consultant (Alpine Rewards) used; committee determined no consultant conflicts; Alpine also advised on outside director compensation.
Expertise & Qualifications
- Domain: Healthcare operations and pharma finance (CFO Novartis Pharma), investment banking (M.M. Dillon), multiple public healthcare boards.
- Financial: Audit & Finance Committee member; designated “audit committee financial expert.”
- Governance: Longstanding public company board experience across biotech/tools.
- Education: B.S. and B.A., Rutgers University.
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 169,850 (<1% of outstanding) |
| Common shares held (direct) | 92,457 |
| Options exercisable within 60 days of Mar 31, 2025 | 77,393 |
| RSUs expected to vest within 60 days of Mar 31, 2025 | 0 |
| RSUs held as of Dec 31, 2024 (then-current directors) | 10,570 |
| Options outstanding as of Dec 31, 2024 (then-current directors) | 78,731 |
| Shares pledged as collateral | Not disclosed; pledging restricted and requires pre-clearance under policy |
| Hedging policy | Prohibits hedging/derivatives on company stock |
| Director stock ownership guideline | ≥3x annual cash Board retainer (excludes committee fees); compliance deadline: later of 2025 AGM or 6 years after appointment |
Governance Assessment
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Strengths for investor confidence
- Independent, long-tenured director with deep CFO/investment banking background; designated audit committee financial expert; serves on Audit, Compensation, and Governance committees.
- Active engagement: committees met regularly (Audit 6; Compensation 3; Governance 2), and all directors attended at least 86% of Board/committee meetings.
- Alignment: material equity component (annual RSU and option grants ~$300k combined) plus stock ownership guideline (≥3x retainer); anti-hedging and restricted pledging.
- Controls/independence: No related-party transactions since Jan 1, 2024; independent comp consultant with no conflicts.
-
Watch items/considerations
- Tenure since 2014 can raise periodic refreshment questions; however, board is declassifying and maintains independent chair and regular executive sessions.
- Director equity accelerates fully on change in control (single-trigger for director awards), which some investors view less favorably than double-trigger structures for directors.
- Clawback: Plan awards subject to company clawback framework, but the standalone policy described specifically applies to executive officers; application to non-employee directors is through plan terms rather than policy.
-
Red flags identified in proxy
- None disclosed: no legal proceedings requiring disclosure; no related-party transactions; no hedging permitted; pledging restricted; compensation interlocks absent.