Hannah Valantine
CareDxAbout Hannah A. Valantine
Independent director at CareDx since 2021; age 73. Professor of Medicine at Stanford School of Medicine with 35+ years in transplant medicine; former NIH Chief Officer for Scientific Workforce Diversity (2014–2020), and Stanford Senior Associate Dean for Diversity and Leadership (2005–2014). Education: M.D. and M.B.B.S. from London University; postdoctoral fellowship at Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford School of Medicine | Professor of Medicine | 2000–Present | Led first randomized controlled trial of gene-expression profiling for acute rejection; advanced donor-derived cell-free DNA (dd-cfDNA) biomarker for heart transplant rejection (basis for broader adoption in solid organ transplant) . |
| National Institutes of Health | Chief Officer, Scientific Workforce Diversity | 2014–2020 | Built national programs to enhance gender and racial diversity; ESG focus in scientific workforce . |
| Stanford School of Medicine | Senior Associate Dean, Diversity & Leadership | 2005–2014 | Developed and disseminated programs for workforce diversity and health equity . |
| Stanford School of Medicine | Assistant Professor of Medicine | 1987–2000 | Clinical/transplant and academic leadership . |
| Hammersmith Hospitals NHS Trust | Registrar | Not disclosed | Clinical training . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BridgeBio Pharma (Nasdaq: BBIO) | Director | 2021–Present | Current public company directorship . |
| Pacific Biosciences (Nasdaq: PACB) | Director | 2021–Present | Current public company directorship . |
| HAV | Founder & Principal | Not disclosed | Private role . |
| National Academy of Medicine | Member | Not disclosed | Professional recognition . |
| Stanford Cardiovascular Institute | Member | Not disclosed | Professional affiliation . |
Board Governance
- Independence: The Board determined Dr. Valantine is independent under SEC and Nasdaq rules; all members of Audit & Finance, Compensation & Human Capital, and Governance & Nominating committees are independent .
- Committee assignments: Chairwoman, Technology & Innovation Committee; Member, Governance & Nominating Committee .
- Committee activity: Technology & Innovation met three times in 2024 ; Governance & Nominating met two times ; Compensation & Human Capital met three times ; Audit & Finance met six times .
- Attendance: Each director attended at least 86% of board and applicable committee meetings; Board held five meetings in 2024 .
- Board leadership: Independent Chairman (Michael D. Goldberg) .
Fixed Compensation
Director compensation structure and Dr. Valantine’s 2024 compensation:
- Policy (effective Dec 21, 2023 for FY2024): Annual board retainer $45,000; Committee member retainers: Audit $10,000, Compensation $7,500, Governance $5,000, Technology $5,000; Committee chair retainers: Audit $20,000, Compensation $15,000, Governance $10,000, Technology $10,000; Independent Chair additional $80,000. Annual equity for continuing directors: options with $150,000 grant date fair value (1-year monthly vest), RSUs with $150,000 grant date fair value (vests in full after one year). Initial director grants: options $100,000 and RSUs $100,000 (3-year vesting); change-in-control accelerates vesting .
- Policy change (Apr 17, 2025): Annual cash retainer increased to $50,000; eliminated annual options ($0); increased annual RSUs to $225,000; increased initial director RSUs to $400,000; non-employee director annual cap $750,000 ($1,500,000 in initial year) remains .
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $57,734 | Includes board/committee retainers as applicable. |
| Stock Awards ($) | $149,988 | RSUs per director policy. |
| Option Awards ($) | $150,049 | Options per director policy. |
| Total ($) | $357,771 | Sum of components. |
Performance Compensation
- For non-employee directors, equity awards are time-based (annual RSUs and, prior to Apr 2025 change, options). No director-specific performance metrics disclosed; RSUs/option vesting and change-in-control acceleration governed by the 2024 Plan and director policy .
| Equity Element | Grant Value | Vesting | Change-in-Control |
|---|---|---|---|
| Annual RSUs (2024 policy) | $150,000 | Vests in full on 1-year anniversary (or immediately before next annual meeting, per Jan 6, 2025 amendment) . | |
| Annual Options (2024 policy) | $150,000 | Vest monthly over 1 year . | |
| Initial RSUs (2024 policy) | $100,000 | Vests 1/3 each year over 3 years . | |
| Initial Options (2024 policy) | $100,000 | Vest monthly over 3 years . | |
| Annual RSUs (post Apr 17, 2025) | $225,000 | Vests as per amended policy (earlier of 1 year or immediately before next annual meeting) . | |
| Annual Options (post Apr 17, 2025) | $0 | Eliminated to reduce burn/dilution . | |
| Initial RSUs (post Apr 17, 2025) | $400,000 | For new non-employee directors. |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Consideration |
|---|---|---|
| BridgeBio Pharma (BBIO) | Director | Current public company role; no related-party transactions disclosed at CareDx . |
| Pacific Biosciences (PACB) | Director | Current public company role; conflicts of interest for directors are overseen by Governance & Nominating Committee . |
- Related party transactions: None over $120,000 involving directors/executives/five-percent holders since Jan 1, 2024 (other than standard compensation and indemnification) .
- Conflict oversight: Governance & Nominating Committee reviews and approves director conflicts (distinct from related-party transactions reviewed by Audit & Finance) .
Expertise & Qualifications
- Transplant medicine pioneer; led landmark gene-expression profiling trial (NEJM) and first application of dd-cfDNA as a biomarker for heart transplant rejection; multi-modality molecular diagnostics advancement .
- ESG leadership: Built successful national programs for diversity, equity, and inclusion; recognized nationally for transformative approaches .
Equity Ownership
Beneficial ownership as of March 31, 2025:
- Beneficially owned shares: 79,973; composed of 26,891 common shares plus 53,082 options exercisable or exercisable within 60 days; 0 RSUs vesting within 60 days .
- RSUs and options held at Dec 31, 2024: RSUs 10,570; options 54,420 .
- Shares outstanding: 55,462,730 as of March 31, 2025 .
- Ownership policies: Non-employee director stock ownership requirement equals at least 3× annual cash retainer; compliance deadline is the later of the 2025 annual meeting or the first annual meeting held after six years from appointment (for 2021 appointment, deadline is expected at the 2027 annual meeting) .
| Ownership Component | Amount | Date/Notes |
|---|---|---|
| Common shares | 26,891 | As of Mar 31, 2025. |
| Options exercisable/within 60 days | 53,082 | As of Mar 31, 2025. |
| RSUs vesting within 60 days | 0 | As of Mar 31, 2025. |
| Total beneficial ownership | 79,973 | As of Mar 31, 2025. |
| RSUs held | 10,570 | As of Dec 31, 2024. |
| Options held | 54,420 | As of Dec 31, 2024. |
| Shares outstanding | 55,462,730 | As of Mar 31, 2025. |
| Ownership as % of shares outstanding | ~0.14% (79,973 / 55,462,730) | Calculated from disclosed figures. |
| Hedging/Pledging policy | Hedging prohibited; pledging restricted with pre-clearance | Insider trading policy. |
Governance Assessment
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Strengths
- Independent director with deep domain expertise in transplant diagnostics and ESG stewardship; chairs Technology & Innovation Committee, directly aligned to CareDx’s R&D and product roadmap .
- Strong committee governance: independent committees; robust conflict-of-interest oversight in Governance & Nominating; related-party transactions subject to Audit & Finance approval; none disclosed involving directors .
- Attendance and engagement: Board met five times; committees active; each director at least 86% attendance, suggesting adequate engagement amidst multiple external roles .
- Shareholder-aligned policies: non-employee director ownership guidelines (3× retainer), anti-hedging/pledging, clawback applicability to equity plans, and strong equity plan governance (no repricing, no liberal share recycling, minimum vesting) .
-
Signals and changes
- Shift in director equity from options to full-value RSUs in April 2025 reflects investor feedback on dilution and burn-rate reduction; supports alignment and reduces risk of option-related governance concerns .
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RED FLAGS
- None disclosed: No legal proceedings tied to directors; no related-party transactions involving Dr. Valantine; no delinquent Section 16(a) filings noted for her in 2024 .
- Ownership alignment: Beneficial ownership is <1% as typical for directors; compliance with 3× retainer guideline tracked against 2027 deadline (not disclosed if met) .
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Additional notes
- Technology leadership focus via committee remit (internal R&D reviews, licensing/acquisition technology reviews, technical goals, periodic reporting to Board) suggests continued oversight quality in product innovation where Dr. Valantine’s expertise is highly relevant .