Suresh Gunasekaran
CareDxAbout Suresh Gunasekaran
Suresh Gunasekaran (age 50) was appointed a non‑employee Class II director of CareDx on October 22, 2025. He is President and CEO of UCSF Health (since March 2022) and previously served as CEO of University of Iowa Hospitals & Clinics; he holds a B.A. from Vanderbilt University and an M.B.A. from SMU. Committee assignments were not determined at the time of his appointment; the company executed a standard indemnification agreement, and disclosed no related‑party transactions or family relationships involving him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Iowa Hospitals & Clinics / University of Iowa Health Care | CEO; Associate VP of UI Health Care | Dec 2018 – Feb 2022 | Led large academic health system operations |
| Southwestern Health Resources Population Health Services Company | Senior Executive Officer | Oct 2017 – Nov 2018 | Population health leadership |
| UT Southwestern Medical Center | Associate VP, Health System Affairs & CIO, University Hospitals & Clinics; later COO, Health System | Sep 2004 – Dec 2014 (AVP & CIO); 2015 – Nov 2018 (COO) | Enterprise IT and operations oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCSF Health | President & CEO | Mar 2022 – Present | Nationally recognized academic health system executive |
Board Governance
- Appointment: Class II director effective October 22, 2025; committees TBD at time of filing .
- Independence: Disclosed as a non‑employee director; formal Nasdaq independence determination for Mr. Gunasekaran not yet reported in proxy materials (appointed after 2025 proxy) .
- Board structure and chairs (context): Audit & Finance chaired by R. Bryan Riggsbee; Compensation & Human Capital chaired by Christine Cournoyer; Governance & Nominating chaired by Arthur A. Torres; Technology & Innovation chaired by Hannah A. Valantine .
- Executive sessions: Board regularly holds independent director sessions without management .
- Attendance: 2024 directors each attended at least 86% of board and committee meetings; Mr. Gunasekaran joined after 2024, so his attendance is not yet applicable .
Fixed Compensation
| Component | As of Oct 22, 2025 | Details |
|---|---|---|
| Annual Board cash retainer | $50,000 | Paid quarterly; director may elect cash and/or shares for retainer |
| Committee membership fees | Audit & Finance: $10,000; Compensation: $7,500; Governance: $5,000; Technology & Innovation: $5,000 | Additional to board retainer; pro‑rated; applicable upon committee assignment |
| Committee chair fees | Audit & Finance: $20,000; Compensation: $15,000; Governance: $10,000; Technology & Innovation: $10,000 | Paid to committee chairs |
| Independent Board Chair retainer | $80,000 (context) | Applies to independent Chair (not to Mr. Gunasekaran) |
Performance Compensation
| Element | Grant/Value | Vesting/Terms |
|---|---|---|
| Initial RSU grant (director onboarding) | $400,000 grant date fair value (RSUs only) | Vests in three equal annual installments beginning on first anniversary of appointment |
| Annual RSU grant (recurring) | $225,000 grant date fair value (RSUs) | Vests in one installment on earlier of first anniversary of grant or immediately before next annual meeting after grant |
| Annual stock options (recurring) | $0 beginning April 17, 2025 | Company eliminated annual option grants for non‑employee directors |
| Equity award acceleration | Certain director RSUs/options accelerate upon “change in control” per 2024 Plan/policy | Subject to Plan terms and minimum vesting exceptions |
| Clawback | Awards subject to company clawback policies and Nasdaq Rule 10D‑1 requirements | Recovery applies to incentive‑based comp per policy |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| — | — | — | No public company directorships were disclosed for Mr. Gunasekaran in CareDx filings at appointment; no arrangements or related‑party transactions disclosed . |
Expertise & Qualifications
- Health system leadership, operations, and population health; extensive CIO and COO experience in large academic medical centers .
- Education: Bachelor’s degree (Vanderbilt University) and M.B.A. (Southern Methodist University) .
Equity Ownership
- Initial RSU award of $400,000 and eligibility for $225,000 annual RSU grants (grant date fair value); share counts were not disclosed in the 8‑K .
- Director stock ownership guidelines require holdings of at least 3× the annual board cash retainer; compliance window extends until the later of the 2025 annual meeting or the first annual meeting held after six years from appointment (for Mr. Gunasekaran, the six‑year horizon applies) .
- Hedging prohibited; pledging restricted absent pre‑clearance under insider trading policy .
Governance Assessment
- Alignment: Strong equity‑based director pay (RSUs) and ownership guidelines (≥3× cash retainer) promote long‑term alignment; hedging/pledging restrictions and clawback policy strengthen governance .
- Independence/Conflicts: Appointed as a non‑employee director; company disclosed no related‑party transactions or arrangements involving Mr. Gunasekaran . As a current health system CEO, any vendor/customer relationships would be subject to Audit & Finance Committee review under related‑party policy if they arise .
- Compensation structure signals: In April 2025, CareDx shifted director compensation away from options ($0) toward larger RSU grants ($225k) and raised cash retainers ($50k), simplifying pay and increasing guaranteed equity—appropriate for directors, but investors should monitor equity magnitude versus the $750k annual non‑employee director cap and $1.5M first‑year cap in the 2024 Plan .
- RED FLAGS: None disclosed. No RPTs, no family relationships, and standard indemnification. Continued monitoring recommended for committee assignments and future independence determination in proxy filings .