Sector: Health Care
GUARDANT HEALTH INC · Meeting: June 18, 2025
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Four Class I Director Nominees
Gadde joined the board in June 2020 (approximately 5 years tenure), the 3-year TSR trigger does not apply because Guardant's stock outperformed the peer group median by +283.5pp against a 50pp threshold, she has no attendance concerns, no overboarding issues, and brings relevant legal, regulatory, and public company leadership experience.
Mignone joined the board in October 2024, which is less than 24 months ago, so he is fully exempt from the TSR trigger under the new-director exemption; he also brings deep healthcare investment experience relevant to Guardant's industry.
Potter joined the board in October 2021 (approximately 3.5 years tenure), the 3-year TSR trigger does not apply because Guardant's stock outperformed the peer group median by +283.5pp against a 50pp threshold, she has no attendance concerns, no overboarding issues, and brings extensive pharmaceutical and biotech commercial leadership experience.
Tariq joined the board in March 2023 (approximately 2 years tenure), the 3-year TSR trigger does not apply because Guardant's stock outperformed the peer group median by +283.5pp against a 50pp threshold, and he brings marketing and brand-building expertise relevant to Guardant's commercial growth stage.
All four Class I nominees pass the TSR trigger check — Guardant's 3-year price return of +291.2% outperformed the disclosed compensation peer group median by +283.5pp, well above the 50pp underperformance threshold for strong positive absolute TSR. No overboarding, attendance, independence, or qualification concerns were identified for any nominee. All four directors receive a FOR vote determination.
CEO
AmirAli Talasaz
Total Comp
$11,613,545
Prior Support
93.6%%
The prior Say on Pay vote received 93.6% support at the 2024 annual meeting, well above the 70% threshold requiring responsive action. The compensation program is heavily weighted toward variable, performance-based pay — the Co-CEOs received base salary in stock awards, annual bonuses in performance stock awards tied to revenue, gross margin, EBITDA, and operational milestones, and long-term equity in performance stock awards with a 3-year revenue CAGR metric subject to a relative total shareholder return modifier, meaning the majority of pay is genuinely at risk. Guardant's stock returned +291.2% over 3 years versus a peer median of +7.7%, demonstrating strong pay-for-performance alignment, and the company has a clawback policy adopted in November 2023.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,291,463
Non-Audit Fees
$0
Deloitte charged $2,291,463 in audit fees for 2024 with zero non-audit, audit-related, or tax fees, so the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy. Deloitte is a Big 4 firm appropriate for a company with Guardant's $11.8 billion market cap.
The 2025 Guardant Health annual meeting presents three standard proposals — director elections, auditor ratification, and Say on Pay — all of which receive a FOR vote determination under this policy. Guardant's exceptional 3-year stock performance (+291% versus a peer median of +8%) eliminates any TSR-based director concerns, the auditor relationship is clean with zero non-audit fees, and the executive compensation program is performance-heavy with strong shareholder support history.
17 companies disclosed in 2025 proxy filing
