Michael Goldberg
CareDxAbout Michael Goldberg
Michael D. Goldberg is the independent Chairman of CareDx’s Board of Directors, age 67, serving as a director since 2011 and appointed Chair on November 1, 2021 . His background spans venture capital and operating roles in life sciences; he holds an M.B.A. from Stanford Graduate School of Business and a B.A. from Brandeis University . Core credentials highlighted by CareDx include relevant healthcare industry knowledge, public company governance experience, and business/operations leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mohr Davidow Ventures | Partner | 2005–2011 | Venture investor in life sciences |
| Axion | Founder & CEO | 1987–1995 | Company acquired by Bristol-Myers Squibb (NYSE: BMS) |
| Sevin Rosen Management Company | Partner | 1985–1987 | Early-stage investing |
| Cetus Corporation | Director, Corporate Development | 1981–1985 | PCR technology foundational to precision medicine |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DNAnexus | Executive Chairman & Director | 2013–Present | Private genomics cloud company |
| YorLabs | Chairman; Director; former Chairman | 2018–Present | Technology enterprise |
| iRhythm Technologies (Nasdaq: IRTC) | Chairman | 2007–2010 | Public company experience |
| Crescendo Biosciences (acquired by Myriad Genetics, Nasdaq: MYGN) | Chairman | 2007–2010 | Transactional experience |
| eHealth (Nasdaq: EHTH) | Director | 1999–2021 | Public company board tenure |
| Genomic Health (acquired by Exact Sciences, Nasdaq: EXAS) | Director | 2001–2007 | Public company; later acquired |
| California Institute for Regenerative Medicine | Founding Board Member | — | Policy and governance |
| Various academic/industry advisory boards | Advisory Board Member/Trustee | — | Harvard Center for Genetics, Berkeley CLT, UCSF, Stanford DCI, National Childhood Cancer Foundation |
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Board determined Goldberg is independent under SEC and Nasdaq rules |
| Board Leadership | Independent Chairman with authority to preside over meetings and set agendas; separation of Chair and CEO roles |
| Committees (2025) | Not listed as a member of Audit & Finance, Compensation & Human Capital, Governance & Nominating, or Technology & Innovation committees |
| Committees (2023) | Member of Audit & Finance, Compensation & Human Capital, Governance & Nominating |
| Committees (2022) | Member of Audit, Compensation, Nominating & Corporate Governance, Government & Regulatory Affairs |
| Attendance | In FY2024 the Board held 5 meetings; each director attended at least 86% of board and relevant committee meetings; Goldberg attended the 2024 annual meeting |
| Executive Sessions | Policy to regularly hold independent director-only sessions |
Fixed Compensation
| Policy Element (FY2024 unless noted) | Amount | Notes |
|---|---|---|
| Annual Board retainer (outside directors) | $45,000 | Effective for 2024; increased from $40,000 in prior periods |
| Committee member retainers | Audit $10,000; Comp $7,500; Gov/Nom $5,000; Tech/Innovation $5,000 | Amended April 1, 2023 and restated Dec 21, 2023 |
| Committee chair retainers | Audit $20,000; Comp $15,000; Gov/Nom $10,000; Tech/Innovation $10,000 | |
| Independent Chairman retainer | $80,000; additional $45,000 effective Q4’23 (total $125,000 annualized) | Added Dec 21, 2023 |
| FY2025 policy changes (Apr 17, 2025) | Board retainer to $50,000; annual options eliminated; annual RSUs increased to $225,000; initial equity RSU to $400,000 | Shift from options to RSUs; vesting schedules adjusted |
Director compensation trend (Michael D. Goldberg):
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $148,560 | $156,032 | $243,340 (includes $108,152 Office of CEO quarterly fees and partial cash retainer) |
| Stock Awards ($) | $99,983 | $149,998 | $349,985 (includes elected stock in lieu of cash and annual RSU) |
| Option Awards ($) | $156,379 | $149,995 | $150,049 |
| Total ($) | $404,922 | $456,025 | $743,374 |
Additional FY2024 chair-related/transition compensation details:
- One-time RSU award of $200,000 granted January 2024 for Chair duties during CEO recruitment; vested January 2025 .
- Quarterly fees of $50,000 per quarter through July 15, 2024 for service in the Office of the CEO; total $108,152 .
- Elected to receive portion of annual cash retainer in stock ($114,333 fair value) .
Performance Compensation
| Award Type | Grant Date Fair Value | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|
| Annual RSU (FY2024) | $150,000 | Vests in full on the one-year anniversary of grant | Full acceleration upon change in control (as defined in 2024 Plan) |
| Annual Option (FY2024) | $150,000 | Vests in equal monthly installments over 1 year | Full acceleration upon change in control |
| Initial Equity (general policy pre-4/17/2025) | RSU $100,000; Option $100,000 | RSUs vest one-third annually over 3 yrs; Options vest monthly over 3 yrs | Full acceleration upon change in control |
| Chair one-time RSU (Jan 2024) | $200,000 | Vests in full at 1-year anniversary (Jan 2025) | Not separately specified beyond plan terms |
| Amended vesting (effective Jan 6, 2025) | — | Unvested options fully vest immediately before first annual meeting after grant; RSUs vest on earlier of 1-year anniversary or immediately before first annual meeting after grant | Plan includes clawback; no automatic single-trigger acceleration beyond specified rules |
Note: No performance metrics are tied to director equity awards; they are time-based. Company’s most important executive metrics (not director-specific) are Revenue, Adjusted EBITDA, and Pipeline .
Other Directorships & Interlocks
| Company | Role | Public/Private | Overlap/Notes |
|---|---|---|---|
| iRhythm Technologies (IRTC) | Chairman (2007–2010) | Public | Cardiac monitoring; independent experience |
| eHealth (EHTH) | Director (1999–2021) | Public | Consumer health insurance marketplace |
| Genomic Health (acquired by Exact Sciences, EXAS) | Director (2001–2007) | Public | Oncology diagnostics |
| Crescendo Biosciences (acquired by MYGN) | Chairman (2007–2010) | Private → Public acquirer | Rheumatology diagnostics |
| DNAnexus | Executive Chairman & Director (2013–Present) | Private | Genomics software/cloud |
| YorLabs | Chairman; Director; former Chairman (2018–Present) | Private | Technology |
Expertise & Qualifications
- Relevant industry knowledge in healthcare and precision medicine; former CEO (Axion) and roles at Cetus (PCR technology) .
- Extensive public company governance across multiple boards; experience as chair .
- Business/operations leadership from founding and executive roles; strategic oversight capabilities .
- Skills matrix shows independence and breadth across investment/finance, risk, M&A, regulatory/legal (board-wide) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 233,251 shares; <1% of outstanding | Based on 55,462,730 shares outstanding as of March 31, 2025 |
| Shares held directly | 129,358 shares | As of March 31, 2025 |
| Options exercisable within 60 days | 103,893 options | As of March 31, 2025 |
| RSUs outstanding (12/31/2024) | 28,735 RSUs | As of year-end 2024 |
| Options outstanding (12/31/2024) | 105,231 options | As of year-end 2024 |
| Hedging/pledging | Hedging prohibited; pledging restricted with pre-clearance | Insider trading policy |
| Director stock ownership guideline | ≥3x annual cash retainer (Board service retainer) | Compliance timeline: until 2025 annual meeting or 6 years post-appointment |
Governance Assessment
- Independent Chair structure with clear separation from CEO and authority to set agendas, enhancing oversight and accountability .
- Attendance/engagement strong (FY2024: Board held 5 meetings; each director ≥86% attendance; Goldberg attended annual meeting), suggesting high engagement .
- Compensation governance features include: non-employee director annual cap ($750k, $1.5M initial year), clawback, minimum vesting, no single-trigger acceleration, and no 280G tax gross-ups; aligns with shareholder-friendly practices .
- Compensation mix and policy evolution: shift from options to RSUs in April 2025 (annual RSU to $225k; options eliminated), potentially increasing certainty of equity value vs. option asymmetry; monitor dilution and alignment .
- FY2024 pay spike driven by extraordinary transition duties (Office of CEO quarterly retainers and one-time $200k RSU for Chair responsibilities); policy subsequently amended to remove quarterly retainers, mitigating ongoing risk of pay anomalies .
- Say-on-Pay support: 96% approval at 2024 annual meeting for FY2023 NEO compensation indicates broad investor confidence in compensation governance (not director-specific but relevant context) .
- Related-party risk: Company reports no related-party transactions ≥$120,000 since January 1, 2024; Audit & Finance Committee oversees related-party approvals .
RED FLAGS / Watch items
- 2022 administrative issue: late Form 4 filing for an automatic quarterly stock grant in lieu of cash for certain directors (including Goldberg) was reported a few days late; minor compliance lapse but noteworthy for monitoring .
- Elevated FY2024 director compensation reflects unique transition circumstances; sustained increases without commensurate responsibilities would warrant scrutiny, though policy changes in 2025 address this risk .
Notes on Committee Composition (reference)
| Year | Audit & Finance | Compensation & Human Capital | Governance & Nominating | Technology & Innovation / Science & Technology | Government & Regulatory Affairs |
|---|---|---|---|---|---|
| 2025 | Not listed for Goldberg | Not listed for Goldberg | Not listed for Goldberg | Not listed for Goldberg | — |
| 2023 | Member | Member | Member | — | — |
| 2022 | Member | Member | Member | — | Member |
This governance-focused intelligence relies on CareDx’s latest and historical proxy disclosures as cited above.