Guardant Health, Inc.
For the period ended Jun 17, 2026. Filed Apr 28, 2026.
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Jun 17, 2026 · Filed Apr 28, 2026
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Contents
Components of Our Compensation Program
IV. COMPENSATION PROGRAM COMPONENTS
2025 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 are 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. |
| 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, commercialization, and research-based milestone objectives and an organizational objective. Performance against the revenue goal must attain a very challenging threshold 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 awards are 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, commercialization, research and organizational 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 $830,000. 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 $830,000. These RSUs vest quarterly on the last day of each calendar quarter during 2025.
The Compensation Committee approved base salary increases, inclusive of market adjustments, for the other NEOs to position their salaries more competitively given current market data for their roles and in consideration of the highly competitive market for talent in biotechnology in the San Francisco Bay area.
The base salaries for each of our executive officers in effect at the end of 2025, and the adjustment from 2024, are as follows:
| NEO | 2025 Base Salary ($)(1) | Increase from 2024 |
|---|---|---|
| Helmy Eltoukhy | 830,000 | 3.75% (2) |
| AmirAli Talasaz | 830,000 | 3.75% (2) |
| Michael Bell | 570,000 | 3.6% |
| Darya Chudova | 525,000 | 5.0% |
| Craig Eagle | 580,000 | 3.6% |
| John Saia | 530,000 | 2.9% |
| (1) | Amounts shown are the annual base salary in effect at year end. |
| (2) | 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 $830,000, 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 short-term financial results, specified product development, commercialization and research-based milestones, 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 | 2025 Target Incentive Opportunity (as a % of Base Salary) |
|---|---|
| Helmy Eltoukhy | 100% |
| AmirAli Talasaz | 100% |
| Michael Bell | 50% |
| Darya Chudova | 50% |
| Craig Eagle | 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 2025 annual incentive plan is based on our achievement against:
| (i) | financial performance metrics, representing 55% of the target bonus opportunity (the “Financial Performance Component”), |
| (ii) | oncology and screening product development and commercialization milestones, representing a combined 40% of the target bonus opportunity (together, the “Operational Performance Component”), and |
| (iii) | an employee engagement measure, representing 5%. |
In the view of the Compensation Committee, for 2025, it was critically important to strive to continue to gain market share and to establish a leadership position by growing our top line and continuing to move toward profitability. Although Non-GAAP Gross Margin (defined asnon-GAAP gross profit divided by revenue) increased to 66% in 2025, the Compensation Committee omitted Non-GAAP Gross Margin as a metric in 2025 to place emphasis on revenue growth for our new screening product in addition to revenue growth for our core oncology products.
Financial Performance Component. The measures selected by the Compensation Committee—Oncology Revenue (inclusive of oncology, biopharma and data, and licensing and other revenue), Screening Revenue and Adjusted EBITDA—are important, as they focus executive officers on the critical strategic priorities of top line revenue growth, in part as a proxy for market share growth, and operating profitability.
| • | Oncology Revenue (weighted 25%). Given the Company’s stage of development and market opportunity and window, the Compensation Committee emphasized revenue growth for our existing lines of business covering oncology, biopharma and data, and licensing and other as a high priority. |
| • | Screening Revenue (weighted 20%). Following the commercial launch of Shield, and the establishment of the Medicare reimbursement rate for Shield, the success of the launch and growth of the product and additional extensions and seizing of market share are critical. |
| • | 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 2025 annual cash incentive plan is described above. See Appendix B for a reconciliation of non-GAAP information. |
Operational Performance Component. In addition, given the criticality of advancing our oncology product program and our screening research and development program, the Compensation Committee placed significant emphasis on product development and research and commercialization. Specifically:
| • | Navigating Cancer. 25% of the target bonus opportunity related to actions designed to make the Company a leader in navigating cancer, with a portion that relates to growing our position in tissue therapy selection and a portion that relates to driving our monitoring franchise, and |
| • | Blood-Based Screening. 15% related to blood-based cancer screening oncology products. |
Engagement. 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 2025 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 2025 target for revenue at a 21% growth rate over total revenue in 2024 and the target for Adjusted EBITDA loss at a 5% improvement over 2024 actual.
Having set the targets, the Compensation Committee also set the threshold and maximum performance levels for both the Financial Performance Component and the Operational Performance Component. For the 2025 financial measures, the Compensation Committee set the threshold at a high-performance level of approximately 95.5% of the target for revenue. The threshold fornon-GAAP Adjusted EBITDA loss was also set at a high-performance level. The Compensation Committee set the maximum level for revenue at 106% of target, a level that presents a significant challenge requiring exceptionally strong performance. The Compensation Committee set the maximum for the other metrics at a level which required significant effort to achieve, taking into account our 2025 operating plan, including the planned growth in revenue and expenses. For the 2025 product development, commercialization and research 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.
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 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 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 (ii) for each Operational Performance Component measure, the weighted payout, and for (iii) the engagement component, the achievement percentage and weighted payout:
| Financial Performance Component | Relative Weighting (%) | Target ($) | Actual Result ($) | % Achievement | Weighted Payout% |
|---|---|---|---|---|---|
| Oncology Revenue(1) (in millions) | 25% | 835 | 902 | 200% | 50% |
| Screening Revenue (in millions) | 20% | 55 | 80 | 200% | 40% |
| Adjusted EBITDA (in millions) | 10% | (245) | (221) (2) | 200% | 20% |
| Subtotal | 55% | 100% | 110% | ||
| Operational Performance Component · Relative Weighting (%) · Weighted Payout% | |||
|---|---|---|---|
| Oncology Product Milestones | 25% | 17.5% | |
| Launch new product, research milestones | 10% | ||
| Product commercialization | 15% | ||
| Screening Research and Development Objectives | 15% | 7.5% | |
| Product development and commercialization | 15% | ||
| Subtotal | 40% | 25% | |
| Employee Engagement Component | Relative Weighting (%) | %Achievement | Weighted Payout% |
|---|---|---|---|
| Employee Engagement | 5% | 100% | 5% |
| Total Financial Performance Component, Operational Performance Component and Employee Engagement Metric Achievement Percentage | 140% | ||
| (1) | Oncology Revenue for purposes of the bonus plan includes oncology, biopharma and data, and licensing and other revenue. |
| (2) | Value displayed reflects actual Adjusted EBITDA for fiscal year 2025. 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 $41.4 million. For 2025, 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. |
With respect to the Financial Performance Component, as described above, oncology, biopharma and data, and licensing and other revenue was $902.3 million, representing a 23% increase from $733.9 million for the year ended December 31, 2024; screening revenue was $79.7 million; and Adjusted EBITDA loss decreased to $220.9 million.
With respect to the Operational Performance Component, in Oncology, we launched the Guardant360 Tissue Lab Developed Test and we secured Medicare reimbursement for Guardant Reveal, and in Screening, we made progress in the development of our Shield test.
With respect to the employee engagement component, the engagement score was at target.
Payout Determination
The Compensation Committee verifies our achievement relative to the targets for the Financial Performance Component and Operational Performance Component and for employee engagement to determine the respective performance levels, and then translates those performance levels to a payout level based on linear interpolation between achievement levels. For 2025, as noted above, the payout level was 140%, based on strong revenue and new product launch performance with the exception of Dr. Eagle, for whom the Committee assessed his performance at 75%. This payout reflects solid performance and meaningful progress against key objectives while acknowledging that not all targets were fully achieved.
| NEO · Base Salary ($)(1) · TargetOpportunity as aPercentage ofBase Salary(%) · TargetOpportunity($)(# of PSUs) · Achievement % · Total ApprovedPayout(# of PSUs) ($) | |||||||
|---|---|---|---|---|---|---|---|
| Helmy Eltoukhy | 830,000 | 100% | $ | 830,000 /19,258 PSUs | 140% | 26,961 PSUs | (2) |
| AmirAli Talasaz | 830,000 | 100% | $ | 830,000 /19,258 PSUs | 140% | 26,961 PSUs | (2) |
| Michael Bell | 570,000 | 50% | $285,000 | 140% | $399,000 | ||
| Darya Chudova | 525,000 | 50% | $262,500 | 140% | $367,500 | ||
| Craig Eagle | 580,000 | 50% | $290,000 | 105% | $304,500 | ||
| John Saia | 530,000 | 50% | $265,000 | 140% | $371,000 | ||
| (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 140% achievement percentage, 26,961 PSUs for each Co-CEO were earned and vested in 2026 upon service through the date on which bonuses were paid to the other executive officers for 2025. |
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 $830,000 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 $830,000, or 19,258 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 2026. Having determined the total 2025 annual incentive plan payouts for each eligible NEO, the Compensation Committee then shared its conclusions with the Board for discussion.
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 2025, 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 (Co-CEOs: 50%; Other NEOs: 30%) | 3-year cliff vesting | 2025-2027 Annual Revenue Growth Rate, subject to 2025-2027 Relative TSR (Modifier) | Aligns payout with prioritizing revenue performance and growth, key indicators of the 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 2025 award decreases or increases the earning percentage by up to 25% Promotes retention through performance achievement and vesting requirements |
| Stock Options (Co-CEOs: 0%; Other NEOs: 35%) | 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 (Co-CEOs: 50%; Other NEOs: 35%) | 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 |
2025 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.
2025 PSU Grants
In the first quarter of 2025, the Compensation Committee granted performance stock units, or PSUs, to the Co-CEOs and the other NEOs. The 2025 PSUs are designed to reward sustained revenue growth while incenting and aligning realized compensation with stockholder returns over a multi-year period.
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 short- and long-term strategic priorities of growing the business and seizing market share at this critical time in the development of the precision oncology and screening industry. This aligns the incentives for the NEOs, including the Co-CEOs, with these short- and long-term value creation drivers.
2025 PSU Structure and Performance Metrics
The 2025 PSUs cliff vest following a 3-year performance period based on (i) achievement of annual revenue growth goals for each of the Company’s 2025, 2026 and 2027 fiscal years and (ii) modification as determined by the Company’s relative total shareholder return (TSR) over the 3-year performance period, subject to a negative TSR cap.
One-third of the target number of PSUs are allocated to each year of the performance period. The Compensation Committee establishes the performance targets for each year at the beginning of the applicable fiscal year, and the number of PSUs earned for each year is determined based on actual revenue growth relative to the applicable annual target and associated payout curve. The aggregate number of PSUs earned across the 3-year performance period is then adjusted by a relative TSR modifier, as described below.
The Compensation Committee selected this approach for the 2025 PSUs in light of the challenges of forecasting multi-year performance for a new market category with the launch of our Shield product and in light of the broader macroeconomic andgeo-political uncertainty at the time.
| • | The annual revenue growth metric for each year of the 3-year period incents sustained high levels of performance through setting appropriately aggressive performance targets each year while underscoring the importance of consistent strong revenue growth over the 2025-2027 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 2025-2027. 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. |
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.
Grant Timing and 2025 PSU Target Grant Amount
To align with common market practice, and in order to evaluate and set all elements of compensation at the same time and to support more holisticpay-for-performance discussions, the Compensation Committee adjusted the timing of our annual refresh equity awards in 2025 (including PSUs, stock options and RSUs) to align with the determination of cash compensation near the start of the fiscal year. Prior to this transition, refresh equity amounts for NEOs and other recipients excluding our Co-CEOs were approved in the fourth quarter of the year, with RSUs and stock options granted in November and PSUs granted early the following year. Starting in 2025, refresh equity awards for our NEOs and other recipients are now determined in the first quarter of the fiscal year at the same time as our annual cash compensation decisions, with refresh equity granted in March. As a result, the 2025 PSU amounts in the table below for our NEOs other than our Co-CEOs reflect PSUs from both 2024 and 2025 refresh grants. In 2026, we will return to a single annual grant cycle, with only one year’s worth of refresh PSU grants to be made. The Compensation Committee granted PSUs to the NEOs in 2025 as follows:
| NEO | Target Value ($) | PSUs (#) |
|---|---|---|
| Helmy Eltoukhy | 5,000,000 | 116,010 |
| AmirAli Talasaz | 5,000,000 | 116,010 |
| Michael Bell | 1,575,000 | 53,161 |
| Darya Chudova | 1,500,000 | 51,421 |
| Craig Eagle | 1,200,000 | 41,137 |
| John Saia | 1,320,000 | 45,251 |
Fiscal Year Achievement for 2025 PSUs
At the time of grant in 2025, the Compensation Committee established the specific performance measure and associated payout levels for the first year of the 3-year performance period and evaluated the rigor of the performance goals and the alignment of those goals with the Company’s strategic objectives. Because only the first year’s performance conditions were established at grant, only one third of the grant value and number of PSUs is reported in the Summary Compensation Table for 2025, with the remaining portions to be reported in subsequent years when the applicable performance conditions are established. The Company’s 2025 revenue growth was 33%, resulting in 200% achievement for the first year of the 3-year performance period, subject to the rTSR modifier and continued service through the vesting date following the 3-year performance period.
Except as set forth herein with respect to completed year revenue growth, 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.
2025 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. The Co-CEOs received a mix of RSUs and PSUs, but not stock options.
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 | 116,010 | NA |
| AmirAli Talasaz | 5,000,000 | 116,010 | NA |
| Michael Bell | 1,925,000 | 22,332 | 33,498 |
| Darya Chudova | 1,750,000 | 20,302 | 30,453 |
| Craig Eagle | 1,400,000 | 16,242 | 24,363 |
| John Saia | 1,540,000 | 17,866 | 26,799 |
| (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 a conversion factor relative to the number of RSUs that is based on an approximation of the Black-Scholes option pricing model. |
Based on their confidence in our strong Company fundamentals and future business outlook, the Co-CEOs requested to receive their base salaries and their annual cash incentive opportunity in the form of RSUs and PSUs, respectively, rather than in cash.
2023 Performance Stock Unit Payout
In the first quarter of 2023, the Compensation Committee increased the performance nature of long-term incentives by granting PSUs. The 2023 PSUs vested over a three-year performance period that ended December 31, 2025 based 50% on one year revenue growth and 50% on a three-year revenue Compound Annual Growth Rate, or CAGR. The CAGR metric underscores the importance of consistent strong revenue growth over the 2023-2025 performance period.
With respect to these two metrics, 2023 revenue grew by 25.5%, falling above the maximum performance level and translating to a number of shares earned equal to 200% of the target number of PSUs for that metric. CAGR for the 2023-2025 period was 30%, which was in excess of the maximum performance level, which translated to a number of shares earned equal to 200% of the target number for that metric as well.
Based on this strong revenue performance, the number of PSUs earned by the NEOs were as follows:
| NEO | PSUs (#) |
|---|---|
| Michael Bell | 21,038 |
| Darya Chudova | 21,428 |
| Craig Eagle | 27,426 |
| John Saia | 15,584 |
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 2025, 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.
For terminations of the NEOs other than the Co-CEOs not in connection with a change in control, 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.
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