CareDx Announces Inducement Equity Grants to New Employees and Chief Medical Officer Under Nasdaq Listing Rule 5635(c)(4)
CareDx, Inc. widely recognized as The Transplant Company™, has announced a new round of equity inducement grants to strengthen its leadership team and support the growth of its transplant-focused precision medicine business. The awards, granted under Nasdaq Listing Rule 5635(c)(4), reflect the company’s continued investment in talent and its commitment to advancing innovation in transplantation science and patient care.
On November 4, 2025, CareDx granted restricted stock units (RSUs) to 49 newly hired employees, representing an aggregate of 113,250 shares of common stock. In addition, the company granted 88,180 RSUs to Dr. Jeffrey Teuteberg, its newly appointed Chief Medical Officer (CMO). These awards were approved by the Compensation Committee of the Board of Directors and issued as material inducements for each recipient to join the company.
All the RSUs were granted under CareDx’s 2025 Inducement Equity Incentive Plan, which was specifically designed for equity awards made under the inducement grant exemption of Nasdaq Listing Rule 5635(c)(4).
Commitment to Talent and Leadership Growth
CareDx has long emphasized the importance of attracting and retaining top-tier talent across the biotechnology and life sciences sectors. The November 2025 inducement grants demonstrate the company’s strategic focus on human capital as a driver of innovation and long-term success.
In the fiercely competitive field of precision medicine and transplant diagnostics, the ability to secure and motivate world-class scientific, medical, and operational talent is critical. By offering RSUs as part of total compensation, CareDx aligns the interests of its employees with those of shareholders, reinforcing a culture of accountability, performance, and shared success.
The appointment of Dr. Jeffrey Teuteberg as Chief Medical Officer marks a significant addition to CareDx’s leadership team. Dr. Teuteberg, an internationally respected cardiologist and transplant expert, brings decades of experience in heart failure and transplant medicine, academic research, and clinical program development. His leadership is expected to strengthen CareDx’s clinical strategy, foster deeper collaboration with transplant centers worldwide, and help drive innovation across the company’s product and research pipeline.
Structure and Terms of the Inducement Awards
Under the 2025 Inducement Equity Incentive Plan, the RSUs will vest over a four-year period, following a structure designed to encourage long-term retention and sustained contributions.
- 25% of the RSUs vest on the first anniversary of each employee’s vesting commencement date.
- The remaining 75% vest in equal quarterly installments (1/16th per quarter) over the next three years.
- Vesting is contingent upon continuous service with CareDx through each applicable vesting date.
This schedule is consistent with industry norms and reinforces the company’s philosophy of rewarding commitment, long-term value creation, and ongoing service to patients and shareholders.
The vesting structure ensures that employees remain aligned with CareDx’s mission to transform transplant care through precision medicine, diagnostics, and data-driven insights.
Regulatory and Compliance Framework
CareDx’s announcement is made in compliance with Nasdaq Listing Rule 5635(c)(4), which provides an exemption allowing public companies to grant equity awards as a material inducement to employment without prior shareholder approval.
This rule enables companies, particularly in high-growth industries like biotechnology, to remain competitive in attracting exceptional professionals who can immediately contribute to organizational success. The disclosure of these inducement grants reflects CareDx’s commitment to transparency, good governance, and adherence to best practices in corporate reporting.
The company emphasized that these awards were granted outside of its shareholder-approved equity plans but under a plan specifically adopted to satisfy Nasdaq’s requirements for inducement grants.
Strategic Importance of Equity-Based Incentives
Equity-based compensation plays a central role in CareDx’s overall talent management strategy. For emerging and mid-sized biotech firms, such instruments are essential to aligning employees’ long-term incentives with shareholder interests. By granting equity, CareDx provides employees with a tangible stake in the company’s growth, innovation, and success in improving transplant outcomes.
In the healthcare innovation ecosystem, this model encourages employees—from research scientists and engineers to executives and clinical specialists—to remain focused on both scientific excellence and financial performance. As CareDx continues to expand its product portfolio, enter new markets, and strengthen its data analytics and digital health capabilities, equity ownership ensures that each contributor is directly invested in the company’s achievements.
Leadership Spotlight: Dr. Jeffrey Teuteberg
Dr. Teuteberg’s appointment as Chief Medical Officer comes at a pivotal moment for CareDx. With a strong background in heart failure and transplant cardiology, he has held leadership roles in academic medicine, clinical research, and multidisciplinary care programs at leading transplant institutions.
As CMO, Dr. Teuteberg will oversee CareDx’s medical strategy, clinical development programs, and collaborations with leading transplant centers. His deep clinical expertise will be instrumental in guiding the company’s evidence-based innovation, ensuring that CareDx continues to deliver clinically relevant and differentiated solutions that improve patient outcomes.
Dr. Teuteberg’s inducement award of 88,180 RSUs recognizes his vital role in shaping the company’s medical and clinical vision. The equity award aligns his personal incentives with the company’s mission and growth trajectory, reflecting CareDx’s confidence in his ability to advance its leadership in the transplant care market.
CareDx’s Role in Transplant Medicine
CareDx has established itself as a leader in the field of transplant diagnostics and precision medicine, providing a comprehensive portfolio of testing solutions, digital health platforms, and analytics tools. The company’s mission is rooted in improving the lives of organ transplant patients and supporting the clinicians who care for them.
Key product lines such as AlloSure®, AlloMap®, and AlloSeq® are recognized for their scientific rigor and clinical utility in monitoring organ health, detecting rejection, and optimizing patient management.
Beyond diagnostics, CareDx has also expanded its ecosystem through partnerships, research collaborations, and patient engagement platforms. Its efforts aim to deliver end-to-end transplant solutions, integrating molecular diagnostics with digital and data-driven insights to improve decision-making throughout the transplant journey.
By investing in people through equity grants and leadership expansion, CareDx is reinforcing its commitment to advancing personalized medicine in transplantation — a field that relies on precision, innovation, and compassionate care.
Strategic Impact of the 2025 Inducement Plan
The 2025 Inducement Equity Incentive Plan not only provides a competitive edge in recruiting top talent but also reflects CareDx’s broader corporate strategy: building a sustainable foundation for innovation-driven growth.
Through the plan, the company can:
- Reward excellence and performance in scientific and operational roles.
- Encourage innovation by aligning employees’ financial success with company performance.
- Support expansion initiatives, including R&D, product commercialization, and global partnerships.
- Reinforce employee retention, minimizing turnover and maintaining institutional knowledge critical to ongoing clinical and regulatory efforts.
Equity incentives have become particularly vital in the life sciences sector, where the competition for talent is intense and the stakes—both scientific and financial—are high. For CareDx, these grants underscore a long-term investment in the people driving its breakthroughs.
Corporate Governance and Transparency
As a publicly traded company, CareDx maintains a strong commitment to ethical governance and transparent disclosure. The announcement of inducement awards ensures that investors, analysts, and regulators are fully informed about material compensation decisions made outside shareholder-approved plans.
By publicly disclosing the terms and structure of these awards, CareDx upholds the principles of fairness, accountability, and open communication with stakeholders — values that have defined its reputation in the biotech and healthcare communities.
