Jessica Meng
CareDxAbout Jessica Meng
Chief Commercial Officer at CareDx (CDNA), appointed effective September 12, 2024; age 50 as of April 25, 2025 . Previously led commercial organizations at DELFI Diagnostics (Chief Commercial Officer), Myovant Sciences (Chief Commercial Officer & GM Women’s Health), Veracyte (sales and marketing leadership), and Genentech (2004–2017), with early roles at Progress Software and Monitor Company; education includes BS in Finance and BA in International Relations (minor in Mathematics) from the University of Pennsylvania and an MBA in Marketing/Strategic Management from The Wharton School . The latest proxy does not disclose executive-specific TSR, revenue growth, or EBITDA growth tied to her tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DELFI Diagnostics | Chief Commercial Officer (initially adviser) | Jan 2022–Sep 2023 (CCO Jul 2022–Sep 2023) | Led commercial strategy at a precision oncology diagnostics company . |
| Myovant Sciences | Chief Commercial Officer & General Manager, Women’s Health | May 2020–Dec 2021 | Ran commercial operations and women’s health business unit . |
| Veracyte | Sales and Marketing leadership | Nov 2017–May 2020 | Increasing responsibility in sales/marketing at genomics diagnostics . |
| Genentech | Sales and Marketing leadership | 2004–2017 | Long-term commercial leadership in biopharma . |
| Progress Software; Monitor Company | Early career roles | Not disclosed | Early roles prior to Genentech . |
External Roles
No external public-company board roles disclosed in the latest proxy biography for executive officers .
Fixed Compensation
| Year | Base Salary (design) | Target Bonus % (design) | Salary Paid | Actual STI Paid | All Other Compensation |
|---|---|---|---|---|---|
| 2024 | $475,000 | 60% of base | $122,404 | $168,808 | $6,500 (perquisites) |
Notes:
- Offer letter: at-will employment; initial annualized base salary $475,000; annual performance bonus up to 60% of base (pro-rated for 2024) .
- Company provides limited perquisites (e.g., electronic and gym allowances) to NEOs .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout / Vesting |
|---|---|---|---|---|---|
| 2024 Annual Cash Bonus | Revenues | 40% | Target bonus 60% of base | Not disclosed | Paid $168,808 for 2024 . |
| 2024 Annual Cash Bonus | Adjusted EBITDA | 40% | Target bonus 60% of base | Not disclosed | Included in $168,808 payout . |
| 2024 Annual Cash Bonus | Cash (liquidity) | 20% | Target bonus 60% of base | Not disclosed | Included in $168,808 payout . |
| Inducement RSUs (granted 9/12/2024) | Time-based | N/A | 4-year annual vesting (25% per year) | Ongoing | Vests annually on grant anniversaries (first vest 9/12/2025) . |
| Inducement Stock Options (granted 9/12/2024) | Time-based | N/A | 4-year schedule: 25% at 1-year, then monthly 1/48th thereafter | Ongoing | First cliff vest 9/12/2025; monthly thereafter; strike $29.43; expiry 9/12/2034 . |
| 2025 Annual Equity (company program) | PRSUs – Revenue | 30% of annual equity mix (70% RSUs / 30% PRSUs) | Thresholds: ≥50%, ≥100%, ≥200% revenue achievement | Not yet determined | Two-year performance period (2025–2026), one-year additional vesting thereafter . |
Design notes:
- 2025 annual equity grants to executives comprise 70% RSUs and 30% PRSUs funded/vested on revenue performance with thresholds at 50%, 100%, and 200% achievement; PRSUs have a two-year performance period covering 2025–2026 plus an additional year of time-based vesting .
- The company did not grant PRSUs in 2024; 2023 PRSUs (for executives at that time) were based on Total Sales (50%) and Adjusted EBITDA (50%) and were certified at 100% of target in Feb 2025; these awards were long-term incentives with a two-year performance period and one-year additional vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/31/2025) | “—” shares; less than 1% of outstanding (outstanding shares: 55,462,730) . |
| Unvested RSUs (12/31/2024) | 52,576 RSUs; market value $1,125,652 (at $21.41 closing price) . |
| Stock Options Outstanding (12/31/2024) | 75,488 unexercisable; exercise price $29.43; expiration 9/12/2034 . |
| Vesting Structure – RSUs | Annual vesting: 25% on each of 9/12/2025, 9/12/2026, 9/12/2027, 9/12/2028, subject to continued service . |
| Vesting Structure – Options | 25% vests on 9/12/2025; 1/48th of total shares vest monthly thereafter through 9/12/2028, subject to continued service . |
| Hedging/Pledging | Company policy prohibits hedging and restricts pledging (requires preclearance and conditions) . |
| Ownership Guidelines | Director stock ownership policy disclosed (not executive-specific) . |
Insider selling pressure indicators:
- Annual RSU vesting creates discrete liquidity events each September (first on 9/12/2025), with time-based option vesting monthly thereafter; potential to increase selling pressure around vest dates, subject to trading windows and any Rule 10b5-1 plans .
Employment Terms
| Term | Key Details |
|---|---|
| Employment | At-will; offer letter dated August 31, 2024 . |
| Severance (outside Change of Control) | 12 months base salary and 12 months benefits; if termination occurs before 1-year anniversary of start, inducement equity vests pro rata based on days worked . |
| Change of Control (Double Trigger) | If terminated without cause within the window (2 months before to 12 months after a Change of Control): 12 months base salary; 100% acceleration of unvested equity (performance awards deemed achieved at target); lump sum payment equal to 100% of annual bonus (greater of target in CoC year or target in termination year); 12 months benefits . |
| Estimated Payments (as of 12/31/2024) | Outside CoC: Cash $475,000; Value of Equity Accelerated $84,809; During CoC: Cash $643,808; Value of Equity Accelerated $1,125,652 . |
| Definition of “Cause” | Detailed definition includes material failure to perform after notice/cure, policy violations, felony conviction/plea, willful gross misconduct, fraud/embezzlement/dishonesty causing injury, unauthorized disclosure of proprietary info, willful failure to cooperate with governmental investigation . |
| Clawback | Equity awards subject to clawback in accordance with exchange listing standards, Dodd-Frank, and any company policy; Board may impose additional recoupment provisions . |
| Trading Plans | Executives may utilize Rule 10b5-1 plans; subject to insider trading policy . |
Compensation Structure Analysis
- Mix and risk: New-hire inducement awards comprise stock options (strike $29.43, 10-year term) and RSUs with four-year vesting, supporting retention; 2025 program increases at-risk pay via PRSUs tied to revenue, with 70% RSUs and 30% PRSUs .
- Pay-for-performance: Annual cash bonus metrics weight Revenues (40%), Adjusted EBITDA (40%), and Cash (20%), aligning incentives with growth and profitability plus liquidity .
- Governance safeguards: No option repricings or cash buyouts without stockholder consent; robust anti-hedging/pledging policy; double-trigger change-of-control; clawback policy; limited perquisites; no excise tax gross-ups .
Risk Indicators & Red Flags
- Hedging/pledging prohibited or restricted under insider trading policy; reduces misalignment risk .
- Related-party transactions: None exceeding $120,000 since Jan 1, 2024 involving executives; policy requires Audit & Finance Committee approval for any such transactions .
- Legal proceedings: None requiring disclosure for executive officers .
- Equity acceleration: Full acceleration under CoC could reduce post-transaction retention unless offset by new grants; mitigated by double-trigger design .
Equity Grant Details (2024)
| Grant Type | Grant Date | Shares / Options | Exercise Price | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Inducement RSUs | 9/12/2024 | 52,576 RSUs | N/A | $1,547,312 | 25% annually over 4 years, subject to service . |
| Inducement Stock Options | 9/12/2024 | 75,488 options | $29.43 | $1,547,504 | 25% at 1-year; then 1/48th monthly, subject to service . |
Ownership Snapshot (12/31/2024 and 3/31/2025)
| Date | RSUs Unvested | Market Value of Unvested RSUs | Options Unexercisable | Strike | Expiration | Beneficial Ownership (%) |
|---|---|---|---|---|---|---|
| 12/31/2024 | 52,576 | $1,125,652 (at $21.41) | 75,488 | $29.43 | 9/12/2034 | N/A |
| 3/31/2025 | N/A | N/A | N/A | N/A | N/A | “—” shares; <1% of 55,462,730 outstanding |
Investment Implications
- Near-term selling pressure risk: Annual RSU vesting on 9/12 each year and monthly option vesting thereafter create regular liquidity events; monitor Form 4 filings and any 10b5-1 plans for potential supply around vest dates .
- Alignment: Significant unvested equity and revenue-based PRSUs for 2025–2026 align incentives with top-line growth; double-trigger CoC terms protect against single-trigger windfalls, but full acceleration under CoC lowers post-deal retention unless re-incentivized .
- Pay-for-performance: Cash bonus metrics emphasize revenue and adjusted EBITDA, with liquidity discipline; 2024 actual STI paid ($168,808) reflects participation despite partial-year tenure .
- Ownership: Minimal disclosed beneficial ownership as of 3/31/2025 reduces immediate alignment via owned stock, but sizable unvested RSUs/options create long-term alignment contingent on service and performance .