Nathan Smith
CareDxAbout Nathan Smith
Nathan Smith (age 48) was appointed Chief Financial Officer (Principal Accounting and Financial Officer) of CareDx, Inc. effective August 7, 2025. He brings 14+ years in molecular diagnostics from Myriad Genetics, plus CFO roles at Blackrock Neurotech, Mountain Land Physical Therapy Partners, Win Brands Group, and Strategic Advisor/CFO at Inmedix; he co‑founded Cassette Genomics. He holds a B.B. in Finance (BYU, 2002) and an M.S. in Accounting (University of Virginia, 2003) . As a newly appointed CFO, his compensation design emphasizes revenue and EBITDA alignment used in CareDx’s NEO incentive programs (e.g., 2024 cash bonus metrics: Revenues 40%, Adjusted EBITDA 40%, Cash 20%; 2025 equity mix 70% RSUs/30% PRSUs with PRSUs tied to revenue over a two‑year performance period) . He executed Sarbanes‑Oxley certifications for Q3 2025 as principal financial officer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CareDx, Inc. | Chief Financial Officer (Principal Accounting and Financial Officer) | Aug 2025–present | Finance leadership for strategic growth; SOX certifier |
| Win Brands Group | Chief Financial Officer | Nov 2024–Aug 2025 | DTC brand platform finance leadership |
| Inmedix, Inc. | CFO and Strategic Advisor | Oct 2023–Aug 2025 | Cloud diagnostics finance/advisory |
| Cassette Genomics, Inc. | Co‑founder | May 2024– | Gene editing venture |
| Mountain Land Physical Therapy Partners | Chief Financial Officer | Feb 2024–Oct 2024 | Outpatient PT provider finance |
| Blackrock Neurotech (Blackrock Microsystems, Inc.) | Chief Financial Officer | Jul 2022–Sep 2023 | Neurotechnology finance leadership |
| Myriad Genetics, Inc. | SVP IR & Treasury; SVP Finance & Treasury; prior roles | Jan 2008–Jun 2022 | 14 years in diagnostics finance; investor relations and treasury leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cassette Genomics, Inc. | Co‑founder | May 2024– | Gene editing technology company |
Fixed Compensation
| Item | Detail | Source |
|---|---|---|
| Base Salary | $400,000 annualized | |
| Target Annual Bonus | 50% of base salary (pro‑rated for 2025) | |
| Employment Status | At‑will; remote role based in Salt Lake City, UT metro | |
| Benefits | Eligible per company plans |
Performance Compensation
Equity Awards (Inducement Grants at Appointment)
| Award Type | Grant/Effective Date | Quantity/Target | Vesting / Payout Terms | Performance Period | Notes |
|---|---|---|---|---|---|
| RSUs (Inducement) | Aug 7, 2025 | 42,000 | 25% vests on 1‑year anniversary; remaining 75% vests in 1/16ths each 3 months thereafter (full vest at 4 years), subject to service; protections in CoC agreement | N/A | Inducement material to employment |
| PSUs (Inducement) | Aug 7, 2025 | 18,000 target (50%–200% payout) | Earn‑out subject to performance‑based vesting conditions plus time‑based vest; service requirement and CoC protections | 2025–2026 | “Consistent with 2025 PSUs for similarly situated executives” |
Company Incentive Design (Context for metrics/weighting)
| Plan/Grant Year | Metric | Weighting | Notes |
|---|---|---|---|
| 2024 Annual Cash Bonus (NEOs) | Revenues | 40% | 2024 corporate bonus metrics and weights |
| 2024 Annual Cash Bonus (NEOs) | Adjusted EBITDA | 40% | |
| 2024 Annual Cash Bonus (NEOs) | Cash | 20% | |
| 2025 Annual Equity Mix (NEOs) | RSUs | 70% | PRSUs reintroduced in 2025 after 2024 pause |
| 2025 Annual Equity Mix (NEOs) | PRSUs | 30% | Two‑year performance period + one year additional vesting; revenue‑based |
Note: Smith’s inducement PSUs are stated to be consistent with 2025 PSU terms for similarly situated executives (i.e., revenue‑based, two‑year performance period), but his specific performance targets and outcomes are not disclosed in filed exhibits .
RSU Time‑Based Vesting Cadence (Derived from Offer Terms)
| Vest Date | Shares Vesting |
|---|---|
| Aug 7, 2026 (25% cliff) | 10,500 |
| Nov 7, 2026 and each 3 months thereafter through Aug 7, 2029 | 2,625 per quarter |
Derived from 42,000 RSUs with 25% at first anniversary and 1/16th each subsequent 3 months; effective date Aug 7, 2025 . Actual vesting contingent on continued service and award agreements.
Equity Ownership & Alignment
| Item | Amount / Policy | As‑of / Details | Source |
|---|---|---|---|
| Beneficial Ownership (initial Form 3) | 0 shares reported | Event date Aug 7, 2025; Form 3 filed Aug 11, 2025 states “No securities are beneficially owned.” | |
| Newly Granted Inducement RSUs | 42,000 (unvested at grant) | Effective Aug 7, 2025 | |
| Newly Granted Inducement PSUs | 18,000 target (50%–200% payout) | Performance period 2025–2026; additional time‑based vest | |
| Executive Stock Ownership Guidelines | CEO 3x base salary; Other executives 1x base salary; up to six years to comply (or later of 2024 meeting or six years after becoming an executive) | Company maintains director and executive officer stock ownership guidelines | |
| Anti‑Hedging/Pledging | Robust anti‑hedging and pledging policies | Applies to executives | |
| Clawback Policy | Recovery of incentive comp for material noncompliance/inaccurate financials/performance metrics; lookback three years | Adopted April 2021 |
Alignment signals: Policy requires 1x base salary in ownership for non‑CEO executives over the compliance window and prohibits hedging/pledging, supporting long‑term alignment .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| At‑Will | Employment is at‑will | |
| Confidentiality/Innovation/Non‑Compete/Arbitration | Smith signed a “Confidential Information, Invention Assignment, Non‑Competition, and Arbitration Agreement” (governing law: state of principal residence) | |
| Change‑of‑Control & Severance Agreement | Effective May 20, 2025 |
Severance Economics (Change in Control and Severance Agreement)
| Scenario | Cash Severance | Bonus | COBRA/Health | Equity Vesting | Notes |
|---|---|---|---|---|---|
| Termination without Cause or Good Reason (outside CoC period) | 9 months base salary (salary‑continuation) | Prior‑year earned bonus if unpaid | COBRA premium reimbursements or taxable equivalent for up to 9 months | Pro‑rata vesting of initial 25% cliff if termination occurs before first anniversary (pro‑rata of the initial 25% based on days since start) | Subject to release; standard conditions |
| Termination without Cause or Good Reason during CoC period (double‑trigger) | Lump sum equal to 12 months base salary | Lump sum equal to 100% of target bonus (greater of CoC FY or termination FY target) | COBRA premium reimbursements or taxable equivalent for up to 12 months | 100% acceleration of unvested equity; performance awards vest at target | Includes true‑up if terminated pre‑CoC and CoC occurs within 3 months |
The agreement provides double‑trigger equity acceleration (requires qualifying termination during the CoC period), not single‑trigger; payments subject to release and tax withholding .
Investment Implications
- Pay‑for‑performance and revenue leverage: 2025 equity mix reintroduces PRSUs with a two‑year, revenue‑based performance period (30% of annual equity), aligning the CFO’s upside with top‑line execution while maintaining 70% time‑based RSUs for retention .
- Near‑term selling pressure: Initial Form 3 reported no beneficial ownership; first meaningful vest is the 25% RSU cliff (10,500 shares) on Aug 7, 2026, followed by ~2,625 shares quarterly—creating predictable, modest supply overhang rather than immediate pressure .
- Retention and transition risk: Strong severance design (9 months cash/benefits outside CoC; 12 months cash, 100% target bonus, 100% equity acceleration on double‑trigger in CoC) reduces retention risk during strategic change but can amplify turnover costs in a sale scenario .
- Alignment safeguards: Executive stock ownership guidelines (1x salary for non‑CEO execs), robust anti‑hedging/pledging, and a clawback policy mitigate misalignment and governance risk; new executives have up to six years to reach ownership targets .
- Execution track record: Smith’s long tenure at Myriad Genetics and multiple CFO roles across diagnostics and med‑tech add credibility for capital allocation and investor relations—relevant as CareDx emphasizes revenue/EBITDA in incentives and as CFO signed Q3 2025 SOX certifications shortly after appointment .