Jeffrey Novack
CareDxAbout Jeffrey Novack
Jeffrey Novack joined CareDx in 2021 and has served as General Counsel since December 2023 and as Secretary since April 2024; he previously was an Assistant Attorney General in the New York Attorney General’s Office (Investor Protection Bureau), practiced at two international law firms, and clerked for Judge Renée Marie Bumb (D.N.J.). He holds a J.D. from New York University School of Law and a business degree from Washington University in St. Louis – Olin Business School; he is admitted in NY and NJ . In 2024, CareDx’s annual cash bonus program achieved the maximum Company Factor of 200% based on Revenue, Adjusted EBITDA, and Cash, underscoring company outperformance on these measures during his NEO tenure; no legal proceedings were disclosed for executive officers, including Mr. Novack .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York Attorney General’s Office – Investor Protection Bureau | Assistant Attorney General | — | Securities enforcement/investor protection experience relevant to compliance and governance |
| U.S. District Court, District of New Jersey (Hon. Renée Marie Bumb) | Judicial Law Clerk | — | Federal clerkship; legal analysis and drafting foundations |
| Two international law firms | Associate Attorney | — | Corporate/securities legal practice experience |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Annual Base Salary Rate | $340,000 | No change vs 2023 |
| Salary Paid (W-2 basis) | $326,923 | As reported in Summary Compensation Table (SCT) |
| Target Bonus (% of base) | 40% | Company-wide target; applied to eligible earnings |
| Actual Bonus Paid (2024 performance) | $272,000 | Company Factor 200%, Individual Multiplier 100% |
| Retention Bonus (cash) | $75,000 (paid in 2024) | Part of a $100,000 retention agreement; 25% paid Dec-2023, 75% paid Dec-2024 |
| All Other Compensation | $10,376 | Company perquisites and other items per SCT |
Performance Compensation
2024 Annual Incentive Plan – Metrics and Outcome
| Metric | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Revenue | 40% | Pre-set annual target | Exceeded 200% performance level | 200% |
| Adjusted EBITDA | 40% | Pre-set annual target | Exceeded 200% performance level | 200% |
| Cash | 20% | Pre-set annual target | Exceeded 200% performance level | 200% |
| Component | Eligible Earnings | Target Bonus % | Company Factor | Individual Multiplier | Earned Bonus |
|---|---|---|---|---|---|
| 2024 Annual Bonus | $340,000 | 40% | 200% | 100% | $272,000 |
• 2023 PRSUs: Company determined performance was achieved at 100% of target; 50% vested on Feb 1, 2025 and 50% will vest Dec 31, 2025 (metrics: Total Sales 50% and Adjusted EBITDA 50% over 2023–2024 performance period) .
2024 Equity Grants
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSU | Feb 1, 2024 | 66,728 | $592,545 | 1/12 on May 1, 2024, then quarterly thereafter (service-based) |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Jeffrey Novack | 43,451 | <1% (based on 55,462,730 shares outstanding) |
Outstanding Equity (as of December 31, 2024)
| Instrument | Grant Date | Exercisable | Unexercisable | Strike | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs |
|---|---|---|---|---|---|---|---|
| Stock Option | Apr 6, 2022 | 1,433 | 717 | $37.25 | Apr 6, 2032 | — | — |
| Stock Option | Aug 6, 2022 | 1,441 | 944 | $26.29 | Aug 6, 2032 | — | — |
| RSU | Nov 6, 2021 | — | — | — | — | 1,250 | $26,763 |
| RSU | Apr 6, 2022 | — | — | — | — | 3,575 | $76,541 |
| RSU | Aug 6, 2022 | — | — | — | — | 533 | $11,412 |
| RSU | Nov 7, 2022 | — | — | — | — | 5,827 | $124,756 |
| RSU | Apr 6, 2023 | — | — | — | — | 5,625 | $120,431 |
| RSU | Jun 6, 2023 | — | — | — | — | 5,000 | $107,050 |
| RSU | Jul 6, 2023 | — | — | — | — | 7,500 | $160,575 |
| RSU | Feb 1, 2024 | — | — | — | — | 50,046 | $1,071,485 |
• Option moneyness: Using $21.41 year-end price, both option grants (strikes $37.25 and $26.29) were out-of-the-money as of Dec 31, 2024, implying zero intrinsic value at that date .
• 2024 vesting/realizations: 32,542 RSUs vested in 2024 for aggregate value realized of $563,591; no option exercises reported in 2024 for Mr. Novack .
• Hedging/pledging: Hedging is prohibited; pledging restricted and requires pre-clearance for directors and executive officers under the insider trading policy .
Employment Terms
- Offer letter (Oct 6, 2021): At-will employment; initial base salary $260,000; target annual bonus up to 20% of base salary .
- Retention bonus (Dec 1, 2023): $100,000 total; 25% paid Dec 2023 (subject to repayment if not employed through Dec 1, 2024); remaining 75% paid on first December 2024 payroll; $75,000 reported as 2024 bonus in SCT .
- Severance and Change-of-Control: No severance agreement in effect as of Dec 31, 2024; on March 28, 2025 the company entered into a Change of Control and Severance Agreement with Mr. Novack providing:
- Within 2 months before or 12 months after a Change of Control, if terminated without cause: 12 months’ base salary, 100% acceleration of unvested equity, lump sum equal to annual bonus (greater of target or prior year’s actual), and 12 months of continued benefits (double-trigger structure) .
- Outside of a Change of Control, if terminated without cause: 9 months’ base salary and 9 months of continued benefits .
- Clawback policy: Company maintains a compensation recovery (clawback) policy as part of governance best practices .
- Perquisites/benefits: Limited perquisites (e.g., electronic and gym allowances); 401(k) plan with matching contributions generally up to 3% of compensation capped at $5,000/year; employer match vests over four years .
- Pension: No pension benefits paid to NEOs in 2024 .
- Insider trading plans: Executives may use Rule 10b5-1 plans; Mr. Novack reported sales under a 10b5-1 plan on Nov 18, 2024 (Form 4 filed Dec 3, 2024) .
Investment Implications
- Pay-for-performance alignment: Cash incentives are tied to measurable financial metrics (Revenue 40%, Adjusted EBITDA 40%, Cash 20%); 2024 Company Factor at 200% indicates payout sensitivity to financial performance and suggests strong year execution against plan .
- Retention and deal protection: Newly adopted double-trigger CoC terms (12 months salary, 100% equity acceleration, and bonus; 9 months salary/benefits outside CoC) align with mid-cap medtech norms and reduce involuntary turnover risk while avoiding single-trigger windfalls .
- Ownership and selling pressure: Beneficial ownership is <1% (43,451 shares), with significant unvested RSUs (50,046 as of 12/31/24) vesting quarterly—this cadence can create periodic supply as shares settle; options are OTM at year-end, limiting near-term exercise-driven sales .
- Trading signals: 10b5-1 plan sales in Nov 2024 point to scheduled diversification rather than opportunistic trading; 32,542 RSUs vested in 2024, contributing to potential liquidity events around vest dates .
- Governance and risk: No executive legal proceedings disclosed; no related party transactions involving executives; robust anti-hedging/pledging and clawback frameworks mitigate governance red flags .
Notes on 2025 Program Design (Context)
- No PRSUs were granted in 2024 due to CEO transition; 2025 program targets 70% RSUs / 30% PRSUs with PRSUs tied to revenue over a two-year performance period plus additional time vesting, improving long-term performance linkage for executives including the General Counsel .