Peter Maag
CareDxAbout Peter K. Maag
Peter K. Maag, Ph.D., is an independent director of CareDx. He is 58 years old, serves in Class III with a current term expiring in 2026, and has been on the CareDx board since 2012; his independence status was affirmed by the board in 2025 . He is a member of the Technology and Innovation Committee (not chair), bringing 20+ years of executive leadership across diagnostics and pharma, including service as CareDx’s former CEO and Executive Chairman; he holds a Ph.D. (University of Berlin) and MSc (University of Heidelberg, University of London) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CareDx (Nasdaq: CDNA) | CEO & President | 2012–2020 | Led multiple acquisitions and financial transactions; risk management expertise |
| CareDx (Nasdaq: CDNA) | Executive Chairman | 2020–2021 | Oversight during strategic transitions |
| Kyverna Therapeutics (Nasdaq: KYTX) | CEO | 2022–2024 | Leadership in cell therapy; board service also noted |
| Novartis Diagnostics AG (NYSE: NVS) | Division President | 2009–2012 | Strategy and scaling of diagnostics |
| Novartis AG (Germany) | CEO & Country President | 2006–2008 | Country leadership, operations |
| Novartis AG (Korea) | CEO & Country President | 2003–2005 | Country leadership, operations |
| Novartis (Pharma Division) | Head of Strategy | 2001–2002 | M&A and corporate development |
| Novartis (Franchise Infectious Diseases) | Head of Division | 2002–2003 | Portfolio leadership |
| McKinsey & Company | Associate Principal | 1994–2001 | Strategy consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Phoenix Pharmahandel | Director | 2012–Present | Ongoing directorship |
| MiroMatrix Medical | Director | 2021–2023 | Acquired by United Therapeutics in Dec 2023 |
| Kyverna Therapeutics | Director | 2022–2024 | Board service concurrent with CEO role |
| MolecularMD | Director | 2012–2020 | Diagnostics governance |
| Chiron France | Director | 2009–2012 | Pharma governance |
| Novartis AG (Germany) | Director | 2006–2008 | Corporate board role |
| Zuellig Pharma | Director | 2003–2005 | Regional distribution |
| Novartis (Korea) | Director | 2003–2005 | Corporate board role |
| Personalized Medicine Coalition | Director | Current | Industry advocacy |
| BluLake Ventures LLC | Director | Current | Venture involvement |
Board Governance
- Committee assignments: Technology and Innovation Committee member; the committee is chaired by Dr. Hannah Valantine and held three standalone meetings in fiscal 2024 .
- Attendance and engagement: The board held five meetings in 2024; each director attended at least 86% of board and applicable committee meetings .
- Independence: The board determined Dr. Maag and all members of the Audit & Finance, Compensation & Human Capital, and Governance & Nominating committees are independent under SEC and Nasdaq rules .
- Board leadership: Independent chairman structure (Michael Goldberg) with regular independent director sessions .
Fixed Compensation
| Component | Policy Detail | 2024 Amounts for Maag | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $45,000; payable quarterly; directors can elect cash vs stock mix | $25,000 cash portion of annual retainer | Pro-rated service and equity-in-lieu elected by Maag |
| Committee Member Fees | Audit $10,000; Compensation $7,500; Governance $5,000; Technology $5,000; higher for chairs (Audit $20,000; Comp $15,000; Gov $10,000; Tech $10,000) | Not separately itemized in total line; included within Fees Earned $49,993 | Maag serves on Technology (member) |
| Director Fees Earned (Total cash) | As reported in Director Compensation table | $49,993 | Includes $24,993 fair value of stock granted in lieu of part of cash retainer |
Policy updates effective 2025: Annual retainer increased to $50,000; annual options removed; annual RSU grant increased to $225,000; initial equity grant for new directors increased to $400,000 in RSUs .
Performance Compensation
| Instrument | 2024 Award Value (Grant-Date FV) | Vesting Schedule | Change-in-Control Treatment | Notes |
|---|---|---|---|---|
| RSUs (annual) | $149,988 | Vests in full on one-year anniversary of grant; for 2024 annual grants, granted first business day after annual meeting (June 13, 2024 reference for plan approval timing) | Accelerates in full upon change in control per 2024 Plan | Maag elected to receive part of retainer in stock; separate RSU count disclosed below |
| Stock Options (annual) | $150,049 | Vests monthly over one year for annual grants; exercise price = FMV on grant date | Accelerates in full upon change in control per 2024 Plan | 2025 policy removes annual option grants |
Executive pay-for-performance context (company-wide, not director-specific):
- 2024 cash bonus metrics: Revenues (40%), Adjusted EBITDA (40%), Cash (20%) .
- PRSUs: 2025 annual equity comprised 70% RSUs and 30% PRSUs; PRSUs vest based on a two-year performance period with revenue goals and an additional year of vesting .
- 2023 PRSUs metrics: Revenues (50%), Adjusted EBITDA (50%) over two years .
Other Directorships & Interlocks
| Company/Entity | Sector | Role Type | Overlap/Interlock Considerations |
|---|---|---|---|
| Phoenix Pharmahandel | Pharma distribution | Director | No disclosed related-party transactions with CareDx |
| Kyverna Therapeutics (KYTX) | Biotech (cell therapy) | CEO/Director (historical) | No disclosed CareDx transactions; contextual biotech network |
| MiroMatrix Medical (acquired by UTHR) | Biotech | Director (historical) | No disclosed CareDx transactions |
| MolecularMD | Diagnostics | Director (historical) | No disclosed CareDx transactions |
The proxy states no Compensation Committee interlocks or relationships requiring Item 404 disclosure for committee members; Alpine Rewards was the independent compensation consultant in 2024 with no conflicts .
Expertise & Qualifications
- Business and Operations Leadership; former CEO and president of CareDx; divisional president at Novartis Diagnostics .
- Risk Management; board service across multiple healthcare entities; former Chairman/CEO experience .
- M&A and Corporate Development; led acquisitions/transactions at CareDx and strategic roles at Novartis .
- Education: Ph.D. (University of Berlin), MSc (University of Heidelberg, University of London) .
Equity Ownership
| Measure | Value/Count | Notes |
|---|---|---|
| Total Beneficial Ownership | 526,867 shares; <1% of outstanding | Includes shares and options as defined by SEC rules |
| Shares Held Directly | 319,454 | As of March 31, 2025 reference |
| Options Exercisable ≤60 Days | 207,413 | As of March 31, 2025 |
| RSUs Issuable ≤60 Days | 0 | As of March 31, 2025 |
| RSUs Held (Dec 31, 2024) | 13,838 | Director RSU inventory at year-end |
| Options Held (Dec 31, 2024) | 208,751 | Director option inventory at year-end |
| Deferral Elections (RSUs) | $5,199,890 deferred settlement value (aggregate) as of Dec 31, 2024 | Under RSU/PU deferral program; aligns long-term holding |
| Ownership Guidelines | 3x annual cash retainer for non-employee directors; compliance deadline later of 2025 annual meeting or six years after appointment | Guidelines include in-the-money options and vested RSUs, exclude unvested PRSUs |
| Hedging/Pledging | Hedging prohibited; pledging restricted and requires pre-clearance | Insider Trading Policy |
Fixed and Equity Compensation Details (2024 Director Compensation Line Item)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Peter Maag, Ph.D. | $49,993 | $149,988 | $150,049 | $350,030 |
Notes: Maag elected to receive a portion of his annual cash retainer in restricted shares ($24,993 grant-date fair value) in addition to $25,000 cash; RSU/option values reflect grant-date fair value under ASC 718 .
Insider Trades
| Date | Filing | Nature |
|---|---|---|
| Nov 26, 2024 | Form 4 | Sales pursuant to a Rule 10b5-1 trading plan |
| Nov 18, 2024 | Form 4 | Sales pursuant to a Rule 10b5-1 trading plan (separate filer on this date was Novack; Maag’s sale recorded on Nov 26 per proxy) |
Governance Assessment
- Board effectiveness and independence: Maag is independent under Nasdaq/SEC rules despite prior executive positions at CareDx; independent committee composition and independent chairman structure mitigate potential influence risks .
- Committee focus: Placement on Technology and Innovation aligns to domain expertise (diagnostics, R&D, licensing/M&A review), with defined charter and regular meetings—positive for oversight of pipeline and technical strategy .
- Attendance and engagement: At least 86% attendance across board/committees indicates sufficient engagement; Technology committee met three times—adequate cadence for a focused oversight remit .
- Compensation alignment: Director pay mix leans heavily to equity; Maag’s election to receive retainer in stock and significant RSU deferral ($5.2M) extend alignment horizon; 2025 move away from options to all-RSU grants reduces option-related risk but may dilute performance leverage—neutral to slightly conservative governance signal .
- Conflicts/related-party: Proxy discloses no Item 404 related-party transactions or compensation committee interlocks; other directorships are largely in biotech/diagnostics without disclosed CareDx transactions—low apparent conflict risk .
- Risk indicators: Insider policy bans hedging and restricts pledging; a disclosed 10b5-1 sale in late 2024 is routine and plan-based; no director legal proceedings requiring disclosure; no delinquent Section 16 filings cited for Maag beyond timely Form 4 reporting .
- Shareholder sentiment: Prior say-on-pay approval at ~96% for 2023 NEO compensation indicates supportive investor posture toward compensation governance; while not director-specific, it supports overall governance confidence .
RED FLAGS: None material disclosed (no related-party transactions, no legal proceedings, no hedging/pledging activity disclosed). Monitoring advisable for continued independence given past executive roles and for large deferred RSU positions that could create perceived influence, though board independence determinations and committee structures mitigate this .
Compensation Committee Analysis (Context)
- Composition and independence: Only independent directors serve; chartered responsibilities include executive oversight and director compensation recommendations .
- Consultant: Alpine Rewards engaged; peer group refreshed and tailored (revenues $150–$800m; market cap $250m–$2.3b); no consultant conflicts .
- Performance orientation: Clear metric framework for NEOs (Revenue, Adjusted EBITDA, Cash) and use of PRSUs; clawback policy adopted in 2023 per Nasdaq Rule 10D-1 .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 annual meeting result on FY2023 comp: ~96% approval .
- Ongoing engagement: Annual outreach to largest stockholders; annual say-on-pay cadence .
Summary Implications for Investors
- Strong domain oversight: Maag’s placement on Technology & Innovation leverages deep diagnostics/pharma expertise, supportive for R&D/licensing rigor .
- Alignment signals: Equity-heavy director compensation, retainer stock elections, and substantial RSU deferral bolster long-term alignment; 2025 policy reduces option risk .
- Conflict checks: Prior executive tenure balanced by formal independence, independent board leadership, and absence of related-party disclosures; continue monitoring interlocks and trading activity .