Guardant Health, Inc.
For the period ended Jun 18, 2025. Filed Apr 29, 2025.
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Jun 18, 2025 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Palo Alto, California 94304
Dear Guardant Stockholder:
We are pleased to invite you to attend the Guardant Health, Inc. 2025 Annual Meeting of Stockholders to be held on Wednesday, June 18, 2025, at 9:30 a.m. Pacific Time, virtually atwww.virtualshareholdermeeting.com/GH2025.
The last year was a remarkable year of growth and execution for Guardant Health. We delivered more than 200,000 clinical tests and grew revenues 31% year over year in 2024, representing meaningful acceleration into 2025. A major milestone was achieved in 2024, with the FDA approval and commercial launch of Shield, which marked our first entry into the blood-based early cancer detection market starting with colorectal.
In Therapy Selection, our suite of tests demonstrated strong momentum with record volume and revenue, further reinforcing our market-leading position. This strength was fueled by major upgrades to our product portfolio. In June 2024, we introduced an upgraded Guardant360 TissueNext test featuring an expanded panel of clinically relevant biomarkers and meaningfully improved turnaround time. In July 2024, we announced the Guardant 360 LDT upgrade, which included a 9x expansion of reportable genes, including all actionable guidelines recommended biomarkers as well as emerging biomarkers not available in any other liquid biopsy test. Importantly, this upgrade introduced, for the first time, features enabled by our Smart Liquid Biopsy platform, positioning us well for the future.
Outside of the United States, we continued to make strong progress with our Royal Marsden partnership where NHS England is now testing a large portion of non-small cell lung cancer patients in the UK using our liquid biopsy platform. In September 2024, we announced a partnership with Policlinico Gemelli, one of the largest hospitals in Italy and one of Europe’s most established cancer centers, to create a dedicated in-house liquid biopsy test.
In Minimal Residual Disease, Reveal was once again our fastest-growing product. We published our key COSMOS study in August 2024 and subsequently submitted to Medicare for colorectal cancer surveillance reimbursement. We continued to make progress in other indications with the generation of breast cancer and IO monitoring data that we submitted for publication. Importantly, we implemented significant savings in Reveal cost per test as we exited the year, which dramatically improved its financial profile, positioning the product for greater future success.
In Biopharma, business accelerated meaningfully in 2024, driven by continued traction with our Smart Liquid Biopsy platform. We exited the year with over 180 cumulative partnerships and continue to believe that our biopharma business represents a strong positive leading indicator for our clinical business.
In Screening, we achieved multiple major milestones throughout the year, starting with the publication of our pivotal ECLIPSE study in the New England Journal of Medicine in March 2024. In late July 2024, we obtained FDA approval for Shield with a strong label as a primary screening option and we launched Shield nationally a few days later. Finally, in November 2024 we obtained favorable Medicare pricing for Shield. We were extremely encouraged by the execution of the commercial team and physician engagement during the first two quarters of launch. Additionally, we made progress towards the next version of Shield, which would potentially improve colorectal cancer detection, and we made key strides forward on our vision to have a blood test that can detect multiple cancers at early stages.
In summary, 2024 was a very strong year of business execution consistent with our long-term strategy with sales momentum across the business and multiple new product introductions setting the company up favorably for 2025 and beyond.
We hope that you will join us at our 2025 Annual Meeting of Stockholders on June 18, 2025. Your continuing interest in Guardant Health is very much appreciated.
Sincerely,
Helmy Eltoukhy
Chairperson of the Board of Directors
and Co-Chief Executive Officer
AmirAli Talasaz
Co-Chief Executive Officer
Palo Alto, California, 94304
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 18, 2025
To the Stockholders of Guardant Health, Inc.:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Guardant Health, Inc., a Delaware corporation, will be held on Wednesday, June 18, 2025, at 9:30 a.m. Pacific Time, virtually atwww.virtualshareholdermeeting.com/GH2025.
The Annual Meeting will be held for the following purposes:
| 1. | To elect the four Class I director nominees to serve on the Board of Directors of Guardant Health, Inc. for a three-year term expiring at the 2028 annual meeting of stockholders or until their successors have been elected and qualified. The four nominees for election to the Board of Directors are Vijaya Gadde, Roberto Mignone, Myrtle Potter and Musa Tariq; |
| 2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; |
| 3. | To approve, on a non-binding advisory basis, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in our proxy materials; and |
| 4. | To consider and take action upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
These matters are more fully described in our proxy materials accompanying this Notice.
We know of no other matters to come before the Annual Meeting. Only stockholders who owned shares of common stock of Guardant Health, Inc. at the close of business on April 21, 2025 are entitled to notice of and to vote on matters brought for vote at the Annual Meeting or at any postponements or adjournments thereof.
You are cordially invited to attend the meeting conducted via live webcast, by registering atwww.virtualshareholdermeeting.com/GH2025. You will not be able to attend the Annual Meeting in person. Whether or not you expect to attend, the Board of Directors respectfully requests that you vote your shares of common stock in the manner described in this proxy statement. You may revoke your proxy in the manner described in this proxy statement at any time before it has been voted at the meeting. Regardless of the number of shares of common stock you own, as a stockholder your role is very important, and the Board of Directors strongly encourages you to exercise your right to vote.
By order of the Board of Directors of Guardant Health, Inc.,
John Saia
Chief Legal Officer and Corporate Secretary
Palo Alto, California
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