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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Contents
Components of Our Compensation Program
IV. COMPENSATION PROGRAM COMPONENTS
2024 Components in General
To achieve its executive compensation program objectives, the Compensation Committee utilizes the compensation components set forth in the chart below. The Compensation Committee regularly reviews each executive officer’s total compensation opportunity to ensure it is consistent with its compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy.
| Element | Description | Additional Detail |
|---|---|---|
| Base Salary | Fixed compensation, generally in cash. Base salaries for the NEOs determined based on each executive officer’s role, individual skills, experience, performance, positioning relative to competitive market, and internal equity. | Base salaries are intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent, and maintain a consistent leadership team. Drs. Eltoukhy and Talasaz requested that their base salaries be delivered in the form of RSUs rather than cash. These RSUs vest in quarterly installments at the end of each calendar quarter. Base salary for the other NEOs is payable in cash. |
| Element | Description | Additional Detail |
|---|---|---|
| Short-Term Incentives: Annual Incentive Opportunities | Variable compensation, generally in cash, based on the level of achievement of certain annual performance objectives that are pre-determined. The performance goals include financial objectives and product development, and research-based milestone objectives. Performance against the revenue goal must be at least 97.8% of target to earn any credit toward a payout with respect to that goal. Incentive opportunities are capped at a maximum of 200% of target, which are earned solely based on corporate performance. Target award is no greater than 100% of the Co-CEOs’ base salary and 50% of the other NEOs’ base salary. | Annual incentive opportunities are designed to align our executive officers in pursuing our short-term goals; payout levels are generally determined based on actual financial results and the degree of achievement of product development and research milestones. Drs. Eltoukhy and Talasaz requested that their annual incentive opportunity be delivered in the form of equity rather than cash. These PSUs vest after the end of the year based on the same annual incentive performance objectives. The annual incentive for other NEOs is payable in cash. |
| Long-Term Incentives: Equity-Based Compensation | Variable equity-based compensation. Performance Stock Units (PSUs): PSUs vest based on corporate performance. Restricted Stock Units (RSUs): Restricted stock units vest based on continued service over a period of time. Stock Options: Right to purchase shares at a price at least equal to the stock price on the grant date. | Equity-based compensation is designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders, as well as to attract and retain executive officers for the long term. |
Base Salary
Base salaries generally provide fixed compensation to executive officers and help us to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role, and capabilities, and they vary among executive officers based on a variety of considerations, including skills, knowledge, achievements, and the competitive market for the position.
In consideration of a competitive market analysis, Drs. Eltoukhy and Talasaz each received a target base salary of $800,000, after having received effectively no base salary the prior few years. Based on their confidence in our strong Company fundamentals and future business outlook, the Co-CEOs requested to receive their base salaries in the form of RSUs rather than in cash. The Co-CEOs were granted RSUs with a grant date fair value equal to their annual base salary amount of $800,000. These RSUs vest quarterly on the last day of each calendar quarter during 2024.
The Compensation Committee approved base salary increases, inclusive of market adjustments, for the other NEOs to position their salaries more competitively given current market data for their roles and in consideration of the highly competitive market for talent in biotechnology in the San Francisco Bay area, and set the initial base salary of Ms. Monroe with reference to the competitive market, consideration of her prior experience and qualifications, and based on arm’s length negotiations.
The base salaries for each of our executive officers in effect at the end of 2024, and the adjustment from 2023, are as follows:
| NEO | 2024 Base Salary ($)(1) | Increase from 2023 |
|---|---|---|
| Helmy Eltoukhy | 800,000 | N/A (2) |
| AmirAli Talasaz | 800,000 | N/A (2) |
| Michael Bell | 550,000 | 13% |
| Darya Chudova | 500,000 | 12% |
| Terilyn Monroe | 450,000 | N/A |
| John Saia | 515,000 | 5% |
| (1) | Amounts shown are the annual base salary in effect at year end. |
| (2) | Before 2024, each of Drs. Eltoukhy and Talasaz received a nominal base salary of $1 per year. As described above, in lieu of cash, at the request of the Co-CEOs, the Compensation Committee delivered base salary to each Co-CEO in the form of RSUs. The RSUs had a grant date fair value of $800,000, and vested quarterly at the end of each calendar quarter. |
Annual Incentive Plan
The annual incentive plan for executive officers is generally a cash plan that rewards NEOs for the achievement of key short-term objectives. In particular, the plan offers incentives to the NEOs to achieve certain specified product development and research-based milestones, short-term financial results and employee engagement, that the Compensation Committee views as key steps in the execution of our overall business strategy, with the ultimate intent of increasing stockholder value.
In the Compensation Committee’s view, the most senior executive officers have the greatest responsibility for the performance of the Company, and, consequently, the annual incentive plan for such executive officers utilizes onlypre-established objective Company performance measures with the potential to exercise negative discretion on individual bonus payments in certain circumstances.
Target Opportunities
The Compensation Committee determines the target annual incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group target incentive percentages and the proportion of total direct compensation represented by the annual incentive, and internal parity.
| NEO | 2024 Target Incentive Opportunity (as a % of Base Salary)(%) |
|---|---|
| Helmy Eltoukhy | 100 |
| AmirAli Talasaz | 100 |
| Michael Bell | 50 |
| Darya Chudova | 50 |
| Terilyn Monroe | 50 |
| John Saia | 50 |
Drs. Eltoukhy and Talasaz requested to receive their annual bonus opportunity in the form of performance share units (PSUs) that cliff vest on the same date that the other NEOs receive their bonus payouts, if any, based upon performance relative to the same annual incentive performance goals that apply to all other executive officers.
Performance Measures
The amount earned under the 2024 annual incentive plan is based on our achievement against (i) oncology product development milestones and screening research and development measures, representing a combined 50% of the target bonus opportunity (together, the “Operational Performance Component”), (ii) financial performance metrics, representing 45% of the target bonus opportunity (the “Financial Performance Component”) and (iii) an employee engagement measure, representing 5%.
In the view of the Compensation Committee, for 2024, it was critically important to advance our oncology product program and our screening research and development program, and thus the Compensation Committee placed significant emphasis on the Operational Performance Component. Specifically:
| • | 25% of the target bonus opportunity related to oncology products, including performance with respect to new product launches and the submission of additional clinical data. |
| • | 25% related to the launch of the now-FDA-approved Shield product and device validation. |
The Financial Performance Component measures selected by the Compensation Committee—Revenue, Gross Margin, and Adjusted EBITDA—remain important, as they focus executive officers on the critical strategic priorities of top line revenue growth and operating profitability.
| • | Revenue excluding screening revenue (weighted 30%). Given the Company’s stage of development and market opportunity and window, the Compensation Committee emphasized revenue growth as a high priority. Screening revenue was excluded as the timing of FDA approval and subsequent commercial launch of Shield, and the Medicare reimbursement rate for Shield, were not known when the performance metric targets were set. |
| • | Adjusted EBITDA (weighted 10%). The Compensation Committee continued using Adjusted EBITDA as a measure that reflected profitability without regard to how the Company is financed or taxed and adjusted for certain items beyond the control of management. A general description of how we calculate Adjusted EBITDA for the purpose of our 2024 annual cash incentive plan is described above. See Appendix B for a reconciliation of non-GAAP information. |
| • | Non-GAAP Gross Margin excluding screening (weighted 5%). Non-GAAP gross margin excluding screening is defined as total revenue excluding screening less cost of precision oncology testing and costs of development and other services excluding screening, divided by total revenue. |
The Compensation Committee also included in the annual incentive performance metrics an element tied to employee engagement, representing 5% of the opportunity, because engagement is closely linked to employee satisfaction and retention and thus, ultimately, to operational performance.
Target, Threshold and Maximum Performance Levels
The Compensation Committee set the performance metric targets at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities. More specifically, the Compensation Committee reviewed the relevant operational goals in light of the Company’s plans, as well as the financial objectives set as a result of the detailed budgeting process and the employee engagement metric, and assessed various factors related to the achievability of these targets, including the risks associated with various macroeconomic factors, and the risks of achieving specific actions that underlie the targets and the implied performance relative to prior years.
Considering these factors, the Compensation Committee set the 2024 targets for the Operational Performance Components at levels or with timing in accordance with the Company’s strategic and operational plans. With respect to the Financial Performance Component, the Compensation Committee set the 2024 target for revenue excluding screening revenue at a 19% growth rate over total revenue in 2023, the target for Adjusted EBITDA loss at an 8% improvement over 2023 actual, and the target for 2024 non-GAAP gross margin excluding screening was set at 60%. In setting the revenue target, because it was dependent on the timing of FDA approval and launch of the Shield product and Medicare reimbursement coverage, the 19% increase at target did not consider any revenue contribution from screening. The target for gross margin was set at 60% to reflect expected product mix and operational cost improvement targets.
Having set the targets, the Compensation Committee also set the threshold and maximum performance levels for both the Operational Performance Component and the Financial Performance Component. For the 2024 milestone measures, the threshold level of performance generally involved achieving the goal later or in a lower amount, and maximum performance generally involved achieving it sooner or in a higher amount. For the 2024 financial measures, the Compensation Committee set the threshold at a high-performance level of approximately 98% of the target for revenue excluding screening. The thresholds fornon-GAAP gross margin excluding screening and Adjusted EBITDA loss were also set at high performance levels. The Compensation Committee set the maximum level for revenue excluding screening at 103% of target, a level that presents a significant challenge requiring exceptionally strong performance. The Compensation Committee set the maximums for the other two metrics at levels which required significant effort to achieve, taking into account our 2024 operating plan including the planned growth in revenue and expenses.
Payout Levels
The Compensation Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance relative to the targets. If achievement is below the threshold level of performance, the Compensation Committee set the payout at 0% to motivate performance and underscore the importance of achieving, or closely approaching, the targets at this critical time in our development. If we achieve threshold performance on a metric, the payout is 50% of target; if we achieve 100% of target performance, the payout is 100% of target; and if we achieve maximum performance, the payout is 200% of target. For performance between the threshold and maximum for any metric, the payout amount is interpolated as a payout percentage between a threshold of 50% and a maximum of 200%.
Actual Performance
The following tables show (i) for each Operational Performance Component measure, the weighted payout, and (ii) for each Financial Performance Component measure, the achievements necessary to obtain payouts at the target level, the actual result for each performance measure, and the resulting achievement percentage, as well as the weighted payout, and for (iii) the engagement component, the achievement percentage and weighted payout:
| Operational Performance Component · Relative Weighting (%) · Weighted Payout % | |||
|---|---|---|---|
| Oncology Product Milestones | 25% | 32.5% | |
| Launch new products | 15% | ||
| Submit Clinical Data | 10% | ||
| Screening Research and Development Objectives | 25% | 22.5% | |
| Launch FDA approved Shield | 20% | ||
| Device Validation | 5% | ||
| Subtotal | 50% | 55% | |
| Financial Performance Component | Relative Weighting (%) | Target ($) | Actual Result ($) | % Achievement | Weighted Payout % |
|---|---|---|---|---|---|
| Revenue excluding screening revenue (in millions) | 30% | 670 | 733.9 | 200% | 60% |
| Non-GAAP Gross Margin % excluding screening | 5% | 60 | 64 | 200% | 10% |
| Adjusted EBITDA (in millions) | 10% | (306) | (257.5)(1) | 200% | 20% |
| Subtotal | 45% | 100% | 90% | ||
| (1) | Value displayed reflects actual Adjusted EBITDA for fiscal year 2024. For purposes of the annual incentive plan, this value is further modified to exclude the amount of incentive compensation expense in excess of the target level of $17 million. For 2024, this exclusion had no impact on the bonus payout as the Adjusted EBITDA metric was achieved at/above maximum prior to factoring in this exclusion. |
| Employee Engagement Component | Relative Weighting (%) | %Achievement | Weighted Payout % |
|---|---|---|---|
| Employee Engagement | 5% | 100% | 5% |
| Total Operational Performance Component, Financial Performance Component and Employee Engagement Metric Achievement Percentage | 150% | ||
With respect to the Operational Performance Component, for the oncology products and performance, for the product launches, one was achieved at the above-target level and one was below-threshold, and the data submission was above-target. For the screening research and development performance, the launch of Shield was at target and the other metric was below-target.
With respect to the Financial Performance Component, as described above, revenue excluding screening increased to $733.9 million for the year ended December 31, 2024, a 30% increase from $563.9 million for the year ended December 31, 2023; non-GAAP gross margin excluding screening was 64%; and Adjusted EBITDA loss decreased to $257.5 million.
With respect to the employee engagement component, the engagement score wasat-target.
Payout Determination
The Compensation Committee verifies our achievement relative to the targets for the Operational Performance Component and Financial Performance Component and for employee engagement to determine the respective performance levels, and then translates those performance levels to a payout level based on linear interpolation between achievement levels. For 2024, as noted above, the payout level was 150%, based on strong revenue, gross margin and new product launch performance.
| NEO · Base Salary ($)(1) · TargetOpportunity as aPercentage ofBase Salary(%) · TargetOpportunity($)(# of PSUs) · Achievement % · Total ApprovedPayout(# of PSUs) ($) | |||||||
|---|---|---|---|---|---|---|---|
| Helmy Eltoukhy | 800,000 | 100% | $ | 800,000 /45,846 PSUs | 150% | 68,769 PSUs | (2) |
| AmirAli Talasaz | 800,000 | 100% | $ | 800,000 /45,846 PSUs | 150% | 68,769 PSUs | (2) |
| Michael Bell | 550,000 | 50% | $275,000 | 150% | $412,500 | ||
| Darya Chudova | 500,000 | 50% | $250,000 | 150% | $375,000 | ||
| Terilyn Monroe | 450,000 | 50% | $225,000 | 150% | $337,500 | ||
| John Saia | 515,000 | 50% | $257,500 | 150% | $386,250 | ||
| (1) | Amounts shown are the annual base salary amount or equivalent value in effect at year end. |
| (2) | Each of Drs. Eltoukhy and Talasaz were awarded PSUs that were earned based on the achievement of the same annual performance goals that apply to the Company’s annual incentive cash program. Based on the 150% achievement percentage, 68,769 PSUs for each Co-CEO were earned and vested in 2025 upon service through the date on which bonuses were paid to the other executive officers for 2024. |
Based on their confidence in our strong Company fundamentals and future business outlook, the Co-CEOs requested to receive their annual incentive in the form of PSUs rather than in cash. The Co-CEOs were granted PSUs with a grant date fair value amount that was equal to their annual base salary amount of $800,000 multiplied by their target opportunity percentage of 100% and divided by the closing share price on the date of grant, for a total target annual incentive opportunity of $800,000, or 45,846 PSUs. The number of PSUs granted were then multiplied by the achievement percentage to determine the total number of PSUs earned. The earned PSUs cliff vested in March 2025. Having determined the total 2024 annual incentive plan payouts for each eligible NEO, the Compensation Committee then shared its conclusions with the Board for discussion.
Miscellaneous One-Time Bonuses
As described above, in August 2024, we announced that the FDA had approved the Shield blood test for primary screening of colorectal cancer, that it meets coverage requirements for Medicare reimbursement, and that we had begun the commercial launch of Shield. In recognition of this watershed achievement, Dr. Chudova received aone-time cash bonus of $25,000.
Long-Term Incentives
The third and largest component of our executive compensation program is long-term equity incentives. The Compensation Committee has designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multi-year strategic goals and deliver sustained long-term value to stockholders, while at the same time monitoring the overall dilutive effect of equity granted.
The long-term incentives create a strong link between payouts and performance and a strong alignment between the interests of executive officers and the interests of our stockholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making executive officers become stockholders with a personal stake in the value they are incentivized to create.
Equity Vehicles
In 2024, long-term incentive grants for the Co-CEOs took the form of RSUs and PSUs, and for the other NEOs, the grants also included stock options. The Compensation Committee structures the mix of equity vehicles and the relative weight assigned to each type to: motivate growth through achievement of performance goals through PSUs with operational metrics; motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases; and ensure value delivery through the RSUs, which deliver value even during periods of stock market or stock price underperformance, reinforcing an ownership culture and commitment to us.
| Equity Vehicle | Vesting Period | Performance Metrics (Weighting) | Rationale for Use |
|---|---|---|---|
| PSUs | 3-year cliff vesting | 2024-2026 Revenue Compound Annual Growth Rate, subject to 2024-2026 Relative TSR (Modifier) (Co-CEOs: 100%; Other NEOs: 50%) | Aligns payout with prioritizing revenue performance and growth, key indicators of success of our strategy Strong performance is fully rewarded only if it also results in above-median shareholder returns. The relative TSR modifier for the 2024 award decreases or increases the earning percentage by up to 25% Promotes retention through performance achievement and vesting requirements |
| 3-year ratable vesting | 2024 Revenue Growth (Co-CEOs: 0%; Other NEOs: 50%) | Heightens focus on generating revenue increases each year at this critical time in Guardant’s evolution | |
| Stock Options | 3 years, 1/3 vesting on the first anniversary of the grant date and monthly thereafter Exercise price: closing price on grant date 10-year term | NA | Prioritizes increasing stockholder value, thereby aligning with stockholders Promotes long-term focus |
| RSUs | 3 years, vesting 1/3 on the first anniversary and quarterly thereafter | NA | Aligns with stockholders Promotes retention Provides value even during periods of stock price or market underperformance |
2024 Annual Equity Grants
Typically, in making determinations about long-term equity incentive grants to the NEOs, the Compensation Committee considers: equity grant levels and the overall pay mix in peer group companies; the NEO’s role, skills, and experience and the critical nature of the NEO’s contributions to the Company; and the importance of maintaining a consistent leadership team, among other things. The grants to the NEOs vary based on these factors. This portion of the NEOs’ total direct compensation is variable and directly aligned with stockholder interests.
We continue to manage award amounts, with a goal of maintaining broad-based equity participation, delivering value that is aligned with our compensation philosophy, and proactively managing our share usage as well as dilution during a period of rapid growth.
2024 PSU Grants
In the first quarter of 2024, the Compensation Committee granted performance stock units, or PSUs, to the Co-CEOs and the other NEOs. The Compensation Committee continues to view incentivizing top line revenue growth (after also having selected it as one of the measures in the annual cash incentive) as the most important goal because it focuses executive officers on the Company’s most critical strategic priorities of growing the business and seizing market share at this critical time in the development of the industry, and it aligns the incentives for the NEOs, including the Co-CEOs, with these goals.
For the Co-CEOs, the 2024 PSUs vest after a three-year performance period ending in 2026 based on three-year revenue Compound Annual Growth Rate, or CAGR, subject to a relative Total Shareholder Return (TSR) modifier and a negative TSR cap.
| • | The CAGR metric underscores the importance of consistent strong revenue growth over the 2024-2026 performance period. |
| • | The relative Total Stockholder Return modifier ties executive officer compensation to the stockholder experience and the creation of stockholder value, and it aligns the interests of executive officers with those of the Company and its stockholders. |
| ○ | Comparing the Company’s performance against the TSR of a peer group rewards NEOs for driving performance greater than or equal to peers. The Committee selected the Nasdaq Biotechnology Index as the peer group for purposes of measuring the Company’s relative TSR over the three-year performance period of 2024-2026. The Nasdaq Biotechnology Index was selected because it is made up of a large roster of durable companies that are similar in size and industry to the Company. By measuring our stock performance relative to the Nasdaq Biotechnology Index, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management, and it provides rewards that are more directly aligned with performance through different economic cycles. |
| • | The number of PSUs earned will be adjusted based on the percentile rank of the Company’s TSR relative to the TSRs of the companies in the peer group as described in the table. |
| Performance Level | TSR Percentile Rank | Modifier(1) |
|---|---|---|
| Below Threshold | 25th Percentile or below | 75% (i.e., 25% less than the unmodified level) |
| Target | 50th Percentile | 100% |
| Maximum | 75th Percentile and above | 125% (i.e., 25% more than the unmodified level) |
| (1) | Interpolation will be used to determine payout levels in between threshold, target and maximum. The payout value is capped at 100% of target if the Company’s absolute TSR is negative for the performance period. |
For the other NEOs, the 2024 PSUs vest based on (i) a three-year revenue CAGR, subject to a relative TSR modifier (with the negative TSR cap), as outlined above, and (ii) aone-year revenue growth metric, each weighted 50%. The Compensation Committee retained the second metric for the other NEOs to reinforce the importance of growing revenue in the first year. If the performance measure for theone-year revenue metric is achieved, the PSUs vest ratably in March 2025, January 2026 and January 2027, to incentivize sustained stock price performance, and subject to service-based vesting requirements.
The actual number of PSUs earned will be based on the Company’s performance relative to the applicable target(s), and, for the PSUs tied to the three-year revenue CAGR, subject to adjustment based on the relative TSR modifier as outlined above. These PSUs reinforce thepay-for-performance nature of the long-term incentive grants and the executive compensation program overall.
The Compensation Committee views the use of these measures as critical because they tie executive officer compensation to key long-term priorities and align the interests of executive officers with those of Guardant and its stockholders. The performance-based metrics, in conjunction with the proportion of total compensation that was variable andat-risk, further enhanced the link between pay and performance for the NEOs, as well as strengthened the alignment of the interests of the executive officers with those of our stockholders.
The Compensation Committee granted PSUs to the NEOs in 2024 as follows:
| NEO | Target Value ($) | PSUs (#) |
|---|---|---|
| Helmy Eltoukhy | 5,000,000 | 286,533 |
| AmirAli Talasaz | 5,000,000 | 286,533 |
| Michael Bell | 750,000 | 21,329 |
| Darya Chudova | 600,000 | 17,063 |
| Terilyn Monroe (1) | 900,000 | 44,688 |
| John Saia | 600,000 | 17,063 |
| (1) | The PSUs shown for Ms. Monroe were part of her new hire grant. See the section below entitled “Leadership Transitions” for further information about the equity grant made to Ms. Monroe upon her hire. |
At the time of grant, the Compensation Committee established the specific performance measures and associated payout levels and evaluated the rigor of the performance goals and the alignment of those goals with the Company’s objectives. For the NEOs other than the Co-CEOs, for the half of the total 2024-2026 PSU target value that is determined based on aone-year absolute revenue growth metric for 2024, the Compensation Committee established performance levels and potential payouts as follows:
| Less than 17%Revenue Growth(Threshold) | 17% Revenue Growth(Threshold) | 19% Revenue Growth(Target) | 21% Revenue Growth | 25% RevenueGrowth (Maximum) |
|---|---|---|---|---|
| No Payout | 50% Payout | 100% Payout | 150% Payout | 200% Payout |
Linear interpolation would be used to determine the achievement between levels.
The Company’s 2024 revenue growth was 31%, resulting in 200% achievement forone-half of the 2024 PSUs awarded to each NEO other than the Co-CEOs, as shown above. One-third of the earned PSUs vested on March 1, 2025. The remainder will vest ratably on January 1, 2026 and January 1, 2027.
For the PSUs based on three-year revenue CAGR, subject to a relative TSR modifier, before the conclusion of the three-year performance period, we do not publicly disclose our specific performance measure targets and the corresponding minimums and maximums because of the potential for competitive harm from such disclosure. These measures are competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The Compensation Committee believes that it has set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. After the end of the performance period, the targets and achievement relative to such targets will be disclosed.
2024 Option and RSU Grants
The Compensation Committee structured a mix of equity vehicles and the relative weight assigned to each type to motivate performance against long-term targets and stock price appreciation and to encourage ownership and retention while aligning executive officers’ interests with those of our stockholders. The Compensation Committee sought to motivate stock price appreciation over the long term through stock options because they deliver value only if the stock price increases, and the RSUs are complementary to the PSUs and options because they have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company.
In the fourth quarter of 2024, the Compensation Committee granted stock options and RSUs to the NEOs, with the awards vesting over a three-year period, as reflected in the table below.
| NEO | Total Target Value ($)(1) | RSUs (#) | Stock Options (#) |
|---|---|---|---|
| Helmy Eltoukhy | 5,000,000 | 286,533 | NA |
| AmirAli Talasaz | 5,000,000 | 286,533 | NA |
| Michael Bell | 1,750,000 | 39,689 | 59,534 |
| Darya Chudova | 1,750,000 | 39,689 | 59,534 |
| Terilyn Monroe (2) | 1,400,000 | 31,751 | 47,627 |
| John Saia | 1,540,000 | 34,926 | 52,389 |
| (1) | The target value was converted to a number of RSUs by taking the lower of (i) the average closing stock price of the Company’s common stock for each trading day 30 trading days before the grant date or, as applicable (ii) the closing price on the grant date. The number of options awarded is determined based on an approximation of the Black-Scholes option pricing model. |
| (2) | The amounts shown for Ms. Monroe are the annual grants made in the fourth quarter of 2024. See the section below entitled “Leadership Transitions” for the information about the equity grant made to Ms. Monroe upon her hire. |
2020 Performance Stock Unit Payout
In 2020, the Company granted PSUs with a financial performance metric related to revenue and an operational milestone metric related to a Guardant Shield launch over a performance period of four years. The Compensation Committee believes these metrics incentivized top line growth to fuel further expansion, and the pursuit of a key strategic goal of expanding the applicability of our technology and methodology to a broader market.
In connection with hiring Mr. Bell as our Chief Financial Officer in 2021, we granted stock options and RSUs, as well as PSUs that have the same performance metrics as the PSUs granted to our othernon-NEO employees in 2020.
In April 2024, we had run rate revenues that slightly exceeded the financial target in the 2020 PSU of $600 million in annual run rate revenue. Also, in August 2024, we received our first Medicare-reimbursable order for our Shield blood test after it became commercially available in the U.S. as the first FDA-approved blood test for primary colorectal cancer screening that meets coverage requirements for Medicare reimbursement. As a result of having achieved both of these goals, Mr. Bell earned 6,617 PSUs and Dr. Chudova earned 21,863 PSUs that, by their terms, vested six months after the completion of the second of the two milestones. These PSUs vested in the first quarter of 2025.
Transition of Co-CEOs’ Compensation Program
As previously disclosed, in 2021, 2022, and 2023, the compensation of each of Drs. Eltoukhy and Talasaz consisted of a base salary of $1, no annual cash incentive opportunity, and no long-term incentive equity opportunity, pursuant to waivers they had granted. The Board, aided by its Compensation Committee, had adopted these arrangements in the first half of 2020, in conjunction with the grant to each of the Co-CEOs of PSUs with stock price hurdles (the “Founders’ 2020 Performance Awards”). The Company achieved the first stock price hurdle in 2021 andone-third of the PSUs vested, but the other two stock price hurdles were not achieved.
Beginning in early 2023, the Board became increasingly concerned that the Founders’ 2020 Performance Awards were no longer effective at accomplishing the goals for which they were originally designed, and thus were no longer in the best interests of the Company and its stockholders. Specifically, given the general decrease in market values of high growth biotechnology companies over the period, and of the Company in particular, the Founders’ 2020 Performance Awards no longer offered meaningful financial or retentive value. From the Board’s perspective, the misalignment raised increasing concerns about the Founders’ 2020 Performance Awards’ ability to provide appropriate incentives for the Co-CEOs at this critical time in the development of the market for precision oncology. The Compensation Committee also viewed it as vital to better align the performance goals for the Co-CEOs with the performance goals of all other executive officers so that the full leadership team was aligned in pursuit of the same short- and long-term objectives.
In addition, the Board considered the feedback it had received after the grant of the Founders’ 2020 Performance Awards that future performance-based equity awards to Drs. Eltoukhy and Talasaz should be granted annually and contain a variety of performance metrics. The Board also considered more recent directional stockholder feedback about different compensation structures, such as the inclusion of the typical components of base salary, annual cash incentive, and long-term incentive equity that are set based on reference to competitive market levels.
As part of its regular review, and in light of the Board’s view that the Founders’ 2020 Performance Awards were no longer effective, the Compensation Committee considered a number of alternatives and sought advice solely for this purpose from Meridian, an independent compensation consultant. The Compensation Committee referenced the compensation of CEOs at companies in the peer group, as well as obtaining directional input from some of the Company’s top stockholders.
At the conclusion of a comprehensive process that began inmid-2023, including obtaining advice from Meridian, and in view of the program’s important role in motivating the Co-CEOs and keeping a stable, consistent leadership team, the Compensation Committee determined, and the independent members of the Board approved, a change to the compensation arrangements with Drs. Eltoukhy and Talasaz, effective as of January 1, 2024. In order to incent the achievement of strategic, financial, and value creation goals, on March 18, 2024, the Board approved entering into letter agreements with each of Drs. Eltoukhy and Talasaz (the “2024 Letter Agreements”) that established their 2024 compensation to include base salary and an annual bonus opportunity, as described above. In addition, the Compensation Committee granted annual long term incentive equity grants in the form of 50% PSUs with a target value of $5 million, and 50% RSUs with a grant date fair value of $5 million. The quantum for these awards was set based on reference to long-term incentive equity grant levels of CEOs from the peer companies. These long-term incentive PSUs have one of the two performance metrics contained in the PSUs granted to other executive officers in 2024, and the PSUs with the same metrics and RSUs have the same vesting terms as those granted to other executive officers.
In conjunction with the adoption of these new compensation arrangements, the Co-CEOs’ unvested Founders’ 2020 Performance Awards were cancelled, the shares underlying such PSUs were returned to the pool of available shares for future equity grants, and their Waiver Letters are no longer in effect.
Leadership Transitions
On January 2, 2024, the Board appointed Terilyn Juarez Monroe as the Company’s Chief People Officer. In connection with her appointment, Ms. Monroe was entitled to receive (i) an annual base salary of $450,000; (ii) a target bonus equal to 50% of her annual base salary; (iii) PSUs with a target value of approximately $900,000; (iv) RSUs with a target value of approximately $1,050,000; and (v) stock options with a target value of approximately $1,050,000. The PSUs are subject to the same performance and vesting conditions described above for the grants made to the NEOs other than the Co-CEOs in 2024. Ms. Monroe agreed to certain restrictive covenants, including confidentiality, invention assignment, and customer andone-year employeenon-solicitation.
Other Elements of Compensation
401(k) Plan
We currently maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. The 401(k) plan is intended to qualify as atax-qualified plan under Section 401(k) of the Internal Revenue Code (the “Code”), and our NEOs are eligible to participate in the 401(k) plan on the same basis as our other employees. We believe that providing a vehicle fortax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. In 2024, we provided a matching contribution equal to 50% of the first 6% of eligible pay contributed by the employee.
Employee Benefits
All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including:
| • | medical, dental and vision benefits; |
| • | short-term and long-term disability insurance; and |
| • | life and accidental death and dismemberment insurance. |
We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs.
Severance Arrangements
We maintain the Guardant Health, Inc. Executive Severance Plan (the “Severance Plan”). The Severance Plan provides for the payment of certain severance and other benefits to participants. In the first quarter of 2024, the Compensation Committee, with the assistance of its independent compensation consultant, conducted a review of market practices in connection with compensation in relation to a termination without cause or in connection with a change in control. In May 2024, the Compensation Committee adopted changes in the Severance Plan to bring the plan into alignment with current market practices.
For terminations of the NEOs other than the Co-CEOs not in connection with a change in control (a“Non-CIC Termination”), the Severance Plan, as amended, provides for cash severance, a pro rata target annual bonus and health benefit continuation. For a qualifying termination from three months prior to one year after a change in control, the Severance Plan provides for enhanced cash severance, target cash bonus, health benefit continuation, and full vesting of all outstanding equity grants.
For the Co-CEOs, upon a termination not in connection with a change in control, the applicable provisions of the Severance Plan, award agreements and certain letter agreements provide for a cash severance, equity vesting acceleration, and health benefit continuation commensurate with their roles as Co-CEOs. For a change in control termination, the applicable provisions similarly provide for enhanced cash severance, equity vesting acceleration, and health benefit continuation commensurate with their roles as Co-CEOs
See “Potential Payments upon a Termination or Change in Control,” which describes the payments to which the participating NEOs may be entitled under the Severance Plan and other applicable agreements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.