John Hanna
CareDxAbout John Hanna
John W. Hanna, 45, is Director, President and Chief Executive Officer of CareDx (CDNA) and has served as CEO since April 15, 2024; he joined the Board in 2024 and is not an independent director . He holds an MBA from the University of Miami and a B.S. in Political Science from Hampden-Sydney College . In 2024 CareDx delivered revenue of $333.8 million (+19% YoY), GAAP net income of $52.5 million, and ended with ~$261 million in cash and marketable securities (no debt), while outlining a three-year plan to reach $500 million revenue and $100 million adjusted EBITDA by 2027 . The company states its 2024 total shareholder return outperformed the biotechnology space and the Nasdaq Composite, supported by an operational pivot and efficiency gains .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pacific Biosciences of California, Inc. | Vice President, Corporate Development | 2023–2024 | Joined following PacBio’s acquisition of Apton; corporate development focus in sequencing . |
| Apton Biosystems, Inc. | Chief Executive Officer | 2021–2023 | Led development of a high-throughput NGS platform; company acquired by PacBio in Aug 2023 . |
| Veracyte, Inc. | Chief Commercial Officer (most recent role); prior roles incl. VP Marketing | 2011–2021 (CCO since 2017) | Commercial leadership across oncology diagnostic franchises (thyroid, lung, breast, prostate) . |
| Humana; IBM | Leadership roles | Prior to 2011 | Earlier leadership experience in healthcare and technology . |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Hanna . |
| Non-profit/academic/private boards | Not disclosed for Mr. Hanna . |
Fixed Compensation
| Item | 2024 |
|---|---|
| Base salary (annualized) | $675,000 |
| Target annual bonus (% of base) | 100% |
| Eligible earnings for 2024 bonus | $480,289 |
| Actual 2024 annual bonus paid | $960,577 |
| All other compensation | $8,401 |
Performance Compensation
| Program | Metric(s) and weighting | Target/Actual | Payout/Vesting | Notes |
|---|---|---|---|---|
| 2024 Annual Cash Incentive | Revenue 40%; Adjusted EBITDA 40%; Cash 20% | Company Factor set at 200% as each metric exceeded 200% achievement; individual multiplier 100% | $960,577 bonus (on $480,289 eligible earnings; 100% target x 200%) | Aligns to top-line growth, profitability and liquidity . |
| Inducement RSUs (grant: 4/15/2024) | Time-based | N/A | 487,804 RSUs; vests 25% on each anniversary over 4 years | Grant-date fair value $3,999,993 . |
| Inducement Options (grant: 4/15/2024) | Time-based | Strike $8.20 | 700,706 options; 25% vest at 1-year, then 1/48 monthly; 10-year term | Grant-date fair value $4,001,031 . |
| 2025 Annual Equity Design (Company-wide) | 70% RSUs; 30% PRSUs (revenue metric) | PRSUs: two-year performance (2025–2026), thresholds at 50%/100%/200% | PRSUs earned per revenue outcomes; RSUs 3-year vest | Shift toward full-value awards; elimination of options in 2025 to reduce burn rate . |
Equity Ownership & Alignment
| Ownership/awards (as of 3/31/2025 unless noted) | Detail |
|---|---|
| Beneficial ownership | 311,726 shares; <1% of common stock (55,462,730 shares outstanding) |
| Breakdown of beneficial line | Includes 189,775 options exercisable or due to become exercisable within 60 days and 121,951 RSUs vesting within 60 days |
| Unvested RSUs outstanding | 487,804 (inducement grant 4/15/2024) |
| Unexercisable options outstanding | 700,706 at $8.20 strike (inducement grant 4/15/2024) |
| Near-term vesting cadence | RSUs: 25% on each of 4/15/2025, 4/15/2026, 4/15/2027, 4/15/2028; Options: 25% on 4/15/2025 then monthly thereafter |
| Stock ownership guidelines (executives) | CEO 3x base salary; others 1x; 6-year phase-in (or by 2025 AGM, whichever later) |
| Hedging/pledging | Hedging prohibited; pledging restricted and requires pre-clearance |
| Clawback policy | Exchange Act 10D-1 compliant clawback adopted 10/1/2023; applies to executive officers and incentive-based pay |
Employment Terms
| Element | Without Cause – Outside Change of Control | Without Cause – Within CoC Window |
|---|---|---|
| Salary severance | 12 months of base salary | 18 months of base salary (paid lump sum) |
| Bonus severance | — | 150% of target annual bonus (greater of CoC-year or termination-year target) |
| COBRA/benefits | 12 months continued benefits (cease upon new coverage) | 18 months continued benefits (cease upon new coverage) |
| Equity treatment | If termination prior to 1-year anniversary, inducement equity vests pro rata by days of service | 100% acceleration of unvested equity (performance deemed at target) |
| Trigger mechanics | No single-trigger acceleration; acceleration in CoC requires termination (double trigger) | |
| Illustrative value of equity acceleration (12/31/2024) | $3,508,257 (outside CoC) | $19,700,210 (within CoC window) |
Board Governance
- Board service: Director since 2024; current Class III term through 2026; not independent (serves as CEO) .
- Board structure: Independent Chairman (Michael D. Goldberg); majority of directors independent; all key committees fully independent .
- Committees: Mr. Hanna is not listed as a member of Board committees (Audit & Finance; Compensation & Human Capital; Governance & Nominating; Technology & Innovation) .
- Board practice: Regular executive sessions of independent directors; in 2024 each director attended at least 86% of aggregate Board/committee meetings .
- Director compensation: Employee directors (including CEO-director) receive no additional pay for Board service .
Director Compensation (Context for dual-role analysis)
- Non-employee director compensation includes cash retainers and equity; employees receive none for Board service .
- Stock ownership guidelines apply to executive officers and non-employee directors separately; CEO multiple is 3x salary; non-employee directors 3x annual Board cash retainer .
Compensation Structure Analysis
- Pay-for-performance: 2024 cash bonus tied to Revenue (40%), Adjusted EBITDA (40%), and Cash (20%); Company Factor set at 200% based on exceeding maximum thresholds for each metric—driving a 2x target payout for eligible period .
- Equity mix and burn: 2024 CEO new-hire equity balanced between options and RSUs; company moved in 2025 to 70% RSUs / 30% PRSUs and eliminated stock options to reduce burn/dilution and better align with long-term value creation .
- Governance safeguards: No option/SAR repricing without shareholder approval; no single-trigger acceleration in plan; no change-in-control tax gross-ups; one-year minimum vesting with limited exceptions; robust clawback and anti-hedging/pledging policies .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay (covering FY 2023 compensation) approved with approximately 96% support; company maintains ongoing investor outreach on compensation matters .
Performance & Track Record (Company context under Hanna’s tenure)
- 2024 results: Revenue $333.8 million (+19% YoY), GAAP net income $52.5 million; cash and marketable securities ~$261 million; no debt; repurchased 3.0 million shares for $28.6 million across 2023–2024 .
- Strategic plan: Three-year plan to $500 million revenue and $100 million adjusted EBITDA by 2027 (Investor Day Oct 2024) .
Risk Indicators & Red Flags
- Legal/related party: No executive legal proceedings requiring disclosure; no related party transactions since Jan 1, 2024 .
- Equity practices: Plan prohibits repricing; no automatic single-trigger; minimum vesting; limits on non-employee director pay .
- Hedging/pledging: Prohibited/restricted, respectively, under insider trading policy—mitigating misalignment risks .
Equity Ownership & Alignment (Detail Table)
| Metric | Amount |
|---|---|
| Shares outstanding (3/31/2025) | 55,462,730 |
| John W. Hanna beneficial ownership | 311,726 shares; <1% |
| Options exercisable or within 60 days | 189,775 |
| RSUs vesting within 60 days | 121,951 |
| Unvested RSUs outstanding | 487,804 |
| Unexercisable options outstanding | 700,706 @ $8.20 strike |
Investment Implications
- Alignment and retention: CEO compensation is heavily at-risk and equity-based with meaningful vesting over 4 years, plus a 3x salary ownership guideline—supporting long-term alignment; double-trigger CoC protection plus significant equity acceleration may reduce retention risk through potential strategic transitions .
- Near-term supply/vesting: 25% of inducement RSUs and options vest on April 15, 2025 with monthly option vesting thereafter—introducing potential incremental selling capacity; hedging is prohibited and pledging restricted; actual selling depends on 10b5-1 plans and personal liquidity needs (not disclosed) .
- Pay-for-performance credibility: 2024 bonus tied to revenue/EBITDA/cash paid at 200% due to outperformance; 2025 PRSUs move to revenue-based measurement, aligning with 2027 growth targets; elimination of options in 2025 reduces burn rate and downside risk in executive equity .
- Governance mitigants: Independent Chair, majority-independent board/committees, clawback, anti-hedging/pledging, no repricing, and no single-trigger CoC accelerate confidence in compensation discipline and oversight .
- Execution risk: Delivery on the 2027 plan ($500m revenue/$100m adj. EBITDA) will be the key determinant of realized equity value and sustained investor confidence given the equity-heavy incentive mix .