DEF 14A

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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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (

as permitted b

y Rule

14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to

§240.14a-12

Guardant Health, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

14a-6(i)(1)

and

0-11

LOGO

3100 Hanover Street

Palo Alto, California, 94304

April 27, 2023

Dear Guardant Stockholder:

We are pleased to invite you to attend the Guardant Health, Inc. 2023 Annual Meeting of Stockholders to be held on Wednesday, June 14, 2023, at 9:30 a.m. Pacific Time, virtually at www.virtualshareholdermeeting.com/GH2023.

The last year was a breakthrough for us at Guardant Health in many ways. We continued to expand our core Guardant360^® franchise with another year of record sales. We gained Medicare reimbursement for our Guardant Reveal^™ test addressing both minimal residual disease (MRD) detection and recurrence monitoring in colorectal cancer (CRC), and also expanded its use to include early-stage breast and lung cancers. Towards the end of the year, we reached a historic milestone with positive results from ECLIPSE, an over 20,000 patient registrational study evaluating the performance of our blood test for detecting CRC in average-risk adults.

In our Oncology business, nearly nine years after we launched the first comprehensive liquid biopsy, Guardant360 continued to experience rapid growth in clinical volumes and revenues as we reinforced our market-leading position. On the regulatory front, we received approval for Guardant360^® CDx in Japan for tumor mutation profiling and several companion diagnostic indications, and in the United States as a companion diagnostic for ENHERTU^® in non-small cell lung cancer. Guardant Reveal volume grew by more than 250% as clinicians responded positively to the availability of the first tissue-free liquid biopsy for MRD testing. In addition, our Guardant360 TissueNext^™ assay for comprehensive genomic profiling gained Medicare reimbursement and grew rapidly during the year, broadening our offering to clinical customers.

Our screening program achieved a significant development goal with the successful readout of our ECLIPSE trial in CRC screening. Our Shield^™ test demonstrated 83% sensitivity for CRC detection at 90% specificity. This was the highest level of performance ever demonstrated by a blood-based cancer screening test in a large scale prospective clinical study. CRC screening continues to be one of the largest unmet medical needs in healthcare, with over 49 million eligible Americans remaining unscreened and at higher risk of CRC-related death. Lack of adherence to screening recommendations due to barriers associated with available test methods has been a major issue, but with our Shield LDT test, we have shown 90% test adherence, more than double the rate of fecal immunochemical testing (FIT), which is currently the most used colorectal cancer screening test in the United States. With the completion of our FDA submission in March 2023, we are well positioned to bring the first high-performance and high-adherence blood-based test to market for CRC screening. We continue to investigate multi-cancer screening to detect early-stage cancers where there is a clinical benefit from early detection and treatment. Specifically, in January 2022, we initiated the SHIELD LUNG study, a prospective, observational, multi-center basket study designed to enroll individuals undergoing cancer screening across multiple cancer types.

We also expanded our biopharma business, ending the year with over 150 partnerships to help bring the next generation of cancer therapeutics to patients sooner. In September 2022, we introduced GuardantINFINITY^™, a “smart liquid biopsy” assay that provides researchers with novel genomic and epigenomic insights into the tumor microenvironment and patient immune responses from a simple blood draw. We also expanded our international presence further with the opening of our labs in Vall d’Hebron in Spain and The Royal Marsden in the United Kingdom.

These breakthrough technologies and advancements are enabling us to continue to fulfill our commitment to help patients at all stages of cancer live longer and healthier lives. We thank all of our stakeholders for their continued support and confidence in our efforts to transform cancer care.

We hope that you will join us at our 2023 Annual Meeting of Stockholders on June 14, 2023. Your continuing interest in Guardant Health is very much appreciated.

Sincerely,

LOGO

Helmy Eltoukhy

Chairperson of the Board of Directors

and Co-Chief Executive Officer

LOGO

AmirAli Talasaz

Co-Chief Executive Officer

LOGO

3100 Hanover Street

Palo Alto, California, 94304

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 14, 2023

To the Stockholders of Guardant Health, Inc.:

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Guardant Health, Inc., a Delaware corporation, will be held on Wednesday, June 14, 2023, at 9:30 a.m. Pacific Time, virtually at www.virtualshareholdermeeting.com/GH2023.

The Annual Meeting will be held for the following purposes:

To elect the three Class II director nominees to serve on the Board of Directors of Guardant Health, Inc. for a three-year term expiring at the 2026 annual meeting of stockholders or until their successors have been elected and qualified. The three nominees for election to the Board of Directors are Ian Clark, Meghan Joyce and Samir Kaul;

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023;

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

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 17, 2023 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 at www.virtualshareholdermeeting.com/GH2023. 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.,

LOGO

John Saia

Chief Legal Officer and Corporate Secretary

Palo Alto, California

April 27, 2023

TABLE OF CONTENTS



Item		Page


Information Concerning Voting and Solicitation			1
General			1
Availability of Proxy Materials for the 2023 Annual Meeting			1
Who Can Vote, Outstanding Shares			2
Voting of Shares			2
Revocation of Proxy			3
Broker Non-Votes			4
Quorum and Votes Required			4
Vote Recommendation			5
Details Regarding the Virtual Annual Meeting			6
Access to the Annual Meeting			6
Log-In Instructions			6
Technical Assistance			6
Submitting Questions at the Annual Meeting			6
Solicitation of Proxies			6
Stockholder List			7
Corporate Governance			8
Corporate Governance Focus and Stockholder Outreach			8
Board Composition			8
Diversity of Skills and Expertise for Directors as of Our Annual Meeting			10
Director Independence			12
Board Leadership Structure			13
Corporate Governance Guidelines			13
Attendance by Members of the Board at Meetings			14
Executive Sessions			14
Board Committees			14
Risk Oversight			17
Business Code of Conduct and Ethics			18
Environmental, Social and Governance			18
Communications with our Board			20
Director Compensation			21
Proposal 1: Election of Directors			24
Executive Officers			30
Executive Compensation			33
Compensation Discussion and Analysis			33
Stockholder Engagement			34
Compensation Tables			60
Pay Versus Performance			73
Compensation Risk Assessment			79
Proposal 2: Ratification of Independent Registered Public Accounting Firm			81
Audit Matters			83
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation			85
Relationships and Related Person Transactions			86
Security Ownership of Directors and Executive Officers and Certain Beneficial Owners			87
Delinquent Section 16(a) Reports			90
Equity Compensation Plan Information			91
Other Matters			93
Stockholder Proposals and Nominations			93
Householding of Proxy Materials			93
No Incorporation by Reference			94
Forward-Looking Statements			94
Appendix A: Director Qualification Standards and Additional Selection Criteria			A-1
Appendix B: Reconciliation of Non-GAAP Information			B-1

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

General

Your proxy is solicited on behalf of the Board of Directors (the “Board”) of Guardant Health, Inc., a Delaware corporation (as used herein, “Guardant,” “Guardant Health,” “we,” “us” or “our”), for use at our 2023 annual meeting of stockholders (the “Annual Meeting”) to be held on Wednesday, June 14, 2023, at 9:30 a.m. Pacific Time, virtually at www.virtualshareholdermeeting.com/GH2023, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Annual Meeting and any other business properly brought before the Annual Meeting. Proxies are solicited to give all stockholders an opportunity to vote on matters properly presented at the Annual Meeting.

Virtual Annual Meeting. The Annual Meeting will be a virtual meeting of stockholders conducted via live audio webcast. You are invited to attend the Annual Meeting online. We believe that a virtual meeting provides expanded stockholder access and participation, as well as improved communications. You will be able to attend, vote and submit your questions online during the Annual Meeting. You will not be able to attend the Annual Meeting in person. Stockholders may attend the Annual Meeting online by logging onto www. virtualshareholdermeeting.com/GH2023 using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the voting instruction form provided by your broker, bank or other nominee.

Notice and Access Proxy Delivery. We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders of record, and paper copies of the proxy materials to certain other stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice to such beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. You can find instructions on how to request a printed copy by mail or electronically on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or about April 27, 2023, we intend to make this proxy statement available on the Internet and to commence mailing of the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this proxy statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who properly request paper copies of such materials, within three business days of such request.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Stockholder Meeting to be Held on June 14, 2023

Our proxy statement and 2022 Annual Report are available at www.proxyvote.com. This website address contains: the Notice of Annual Meeting, the proxy statement and proxy card sample, and the 2022 Annual Report. You will need your 16-digit control number that is included on your Notice, on your proxy card, or on the voting instruction form provided by your

broker, bank or other nominee, to access these materials. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Who Can Vote, Outstanding Shares

Record holders of our common stock as of the close of business on April 17, 2023, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting on all matters to be voted upon. As of the Record Date, there were 102,764,757 shares of our common stock outstanding. On each matter presented to our stockholders for vote, the holders of common stock are entitled to one vote per share held as of the Record Date.

Voting of Shares

The method of voting by proxy differs (1) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy and (2) for shares held as a record holder and shares held in “street name.”

Record Holder. If you hold your shares of common stock as a record holder and you are viewing this proxy statement on the Internet, you may vote by submitting a proxy over the Internet by following the instructions on the website referred to in the Notice previously mailed to you. If you hold your shares of common stock as a record holder and you are reviewing a paper copy of this proxy statement, you may vote your shares by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the preaddressed, postage paid envelope provided to you, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card.

Hold in Street Name. If you hold your shares of common stock in street name, which means your shares are held of record by a broker, bank or nominee, you will receive a Notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or nominee will allow you to deliver your voting instructions over the Internet and may also permit you to vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker by following the instructions on the Notice provided by your broker.

General. The Internet and telephone voting facilities will close at 11:59 p.m. EDT on June 13, 2023. If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you vote by Internet or telephone, then you need not return a written proxy card by mail.

Voting at the Virtual Annual Meeting. To attend and vote at the Annual Meeting you need to access the meeting via live audio webcast at www.virtualshareholdermeeting.com/GH2023 using the 16-digit control number included on your Notice, on your proxy card or on the voting instruction form. Attendance at the Annual Meeting will not, by itself, result in any vote or revocation of a prior vote. You must follow the instructions at www.virtualshareholdermeeting.com/GH2023 to vote your shares at the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT. You should submit your proxy even if you plan to attend the Annual Meeting online. If you properly give your proxy and submit it to us in time to vote, one of the individuals named as your proxy will vote your shares as you have directed.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing) received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows:

✓

FOR the election of each of the three Class II nominees for director named in our proxy materials;

✓

FOR the ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for our fiscal year ending December 31, 2023; and

✓

FOR the approval, on a non-binding advisory basis, of 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.

The proxy gives each of Helmy Eltoukhy, AmirAli Talasaz and John Saia discretionary authority to vote your shares in accordance with their best judgment with respect to all additional matters that might come before the Annual Meeting.

If you receive more than one proxy card or Notice, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a proxy by telephone or the Internet, submit one proxy for each proxy card or Notice you receive.

Revocation of Proxy

If your shares are held of record, you may change or revoke your proxy at any time before your proxy is voted at the Annual Meeting by taking any of the following actions:

•

timely delivering to our corporate secretary a signed written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked;

•

signing and timely delivering a new paper proxy, relating to the same shares and bearing a later date than the original proxy;

•

submitting another proxy by telephone or over the Internet at or before 11:59 p.m. EDT on June 13, 2023 (your latest telephone or Internet voting instructions are followed); or

•

attending the Annual Meeting at www.virtualshareholdermeeting.com/GH2023 and timely voting your shares online, although attendance at the Annual Meeting will not, by itself, constitute a vote or revoke a proxy.

Written notices of revocation and other communications with respect to the revocation of proxies by record holders should be addressed to:

Guardant Health, Inc.

3100 Hanover Street

Palo Alto, California 94304

Attention: Corporate Secretary

If your shares are held in the name of a broker, bank, or other nominee, you may change or revoke your voting instructions by following the instructions of your broker, bank, or other nominee contained on the Notice.

Broker Non-Votes

Brokers, banks or other nominees who hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions on how to vote on such matter from the beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of matters that are considered “non-routine” without specific voting instructions from the beneficial owner. If you hold your shares in street name and do not provide voting instructions to your broker on how to vote on the election of directors or other “non-routine” proposals, your broker cannot exercise discretion to vote you shares and your shares will be considered to be “broker non-votes” and will not be voted on such matters. Accordingly, if your broker holds your common stock in “street name,” your broker will vote your shares on the election of directors and other “non-routine” proposals only if you provide instructions to your broker on how to vote your shares by following the procedures outlined in the voting instruction form sent to you by your broker. Only Proposal No. 2 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter on which your broker may vote without instruction from you as the beneficial owner. Proposal No. 1 (election of directors) and Proposal No. 3 (advisory vote to approve named executive officer compensation) are considered non-routine matters, and without your instruction, your broker cannot vote your shares for either of Proposal No. 1 or Proposal No. 3.

Quorum and Votes Required

The inspector of elections appointed for the Annual Meeting will tabulate votes cast by proxy, telephone and via Internet at www.proxyvote.com as of 11:59 p.m. EDT on June 13, 2023. The inspector of elections will also tabulate votes cast at www.virtualshareholdermeeting.com/GH2023 during the Annual Meeting and will determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Annual Meeting, the holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting must be present or represented by proxy at the Annual Meeting. On the Record Date, there were 102,764,757 shares of common stock entitled to vote at the Annual Meeting. Shares that abstain from voting on any proposal, or that are represented by broker non-votes, will be treated as shares that are present and entitled to vote at the Annual Meeting for purposes of determining whether a quorum is present.

Proposal No. 1: Election of Directors. A plurality of the votes cast in the election of directors at the Annual Meeting is required for the election of directors. You may vote “FOR” or “WITHHOLD” your vote on any nominee. The three Class II director nominees receiving the highest number of “FOR” votes will be elected. Broker non-votes are considered votes not cast and thus will have no effect on the outcome of the election of directors.

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting is required for the ratification of the appointment of Deloitte as our independent registered public accounting firm. You may vote “FOR” or “AGAINST” or “ABSTAIN”. The number of votes “FOR” must exceed the number of votes “AGAINST” for the proposal to pass. Abstentions are considered to be votes not cast on this proposal and thus will have no effect. Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm, thus broker non-votes are not expected to result from the vote on Proposal No. 2. Any broker non-votes would be considered votes not cast and thus would have no effect.

Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation. The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting is required for determining approval on an advisory basis of 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. You may vote “FOR” or “AGAINST” or “ABSTAIN”. The number of votes “FOR” must exceed the number of votes “AGAINST” for the proposal to pass. Abstentions and broker non-votes are considered to be votes not cast on this proposal and thus will have no effect. This vote is advisory and not binding on us, our Board, or our Compensation Committee.

In their discretion, the proxy holders named in the proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and at any continuation, postponement or adjournment thereof. The Board knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement. In addition, no stockholder proposal or nomination was received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

Vote Recommendation

Our Board of Directors unanimously recommends that you vote:

✓

FOR the election of each of the three Class II director nominees named in our proxy materials;

✓

FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm for our fiscal year ending December 31, 2023; and

✓

FOR the approval, 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.

Details Regarding the Virtual Annual Meeting

Similar to last year, the Annual Meeting will again be held virtually this year via live interactive audio webcast on the Internet. You will be able to attend, vote and submit your questions during the Annual Meeting by logging onto www.virtualshareholdermeeting.com/GH2023. You will not be able to attend the Annual Meeting in person.

Access to the Annual Meeting

The live audio webcast of the Annual Meeting will begin promptly at 9:30 a.m. Pacific Time. Online access to the audit webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage our stockholders to access the meeting in advance of the designated start time.

Log-In Instructions

Instructions on how to connect to the Annual Meeting, participate and demonstrate proof of stock ownership are posted at www.virtualshareholdermeeting.com/GH2023. To participate in the Annual Meeting, you will need to log-in using the 16-digit control number on your Notice, proxy card or voting instruction form.

Technical Assistance

Beginning 15 minutes prior to the start of and during the Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Submitting Questions at the Annual Meeting

Stockholders may submit questions and vote at www.virtualshareholdermeeting.com/GH2023 during the Annual Meeting. You will need to enter the 16-digit control number received with your Notice, proxy card or voting instruction form as proof of stock ownership in order to be able to submit questions and vote at our Annual Meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer the questions submitted during the Annual Meeting that are pertinent to us and that are submitted in accordance with the Rules of Conduct for the Annual Meeting, as time permits. The Rules of Conduct will be posted on the virtual meeting web portal. Substantially similar questions will be answered only once. To promote fairness, efficient use our resources and to ensure all stockholder questions are able to be addressed, we will respond to no more than two questions from a single stockholder.

Solicitation of Proxies

Our Board is soliciting proxies for the Annual Meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders. In addition to the solicitation of proxies by delivery of the Notice or proxy statement by mail, we will request that brokers,

banks and other nominees that hold shares of our common stock, which are beneficially owned by our stockholders, send Notices, proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We do not intend to hire a proxy solicitor to assist in the solicitation of proxies. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by telephone, Internet, facsimile or special delivery letter.

Stockholder List

A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at our corporate headquarters for a period of no less than ten days ending on the day prior to the Annual Meeting date. Please contact our Corporate Secretary at CorpSecretary@guardanthealth.com if you are interested in viewing the list. The list of stockholders will also be made available during the Annual Meeting at www.virtualshareholdermeeting.com/GH2023.

CORPORATE GOVERNANCE

Corporate Governance Focus and Stockholder Outreach

Over the course of the last year, the Board has been actively engaged in a comprehensive review of its corporate governance practices and in taking steps to strengthen and enhance those practices in response to stockholder feedback. These steps have included increasing the size of the Board from seven to nine directors and increasing the gender diversity of the Board (which now includes three women directors). Most recently, the Board also made a number of meaningful enhancements to the Company’s corporate governance structure. In February 2022, our Board amended our Governance Committee Charter to enhance the Governance Committee’s oversight of corporate social responsibility, including ESG policies and practices and revised our Code of Conduct to increase the breadth and specificity of standards to be upheld by all directors, officers and employees of the Company, including adding and refining guidelines regarding conflicts of interest, business records, gifts and favors, antitrust practices, political contributions, environmental protection, and personal conduct and social media practices.

We recognize the value of a robust stockholder outreach program. We engage in regular, constructive dialogue with our stockholders on matters relevant to our business, including corporate governance, executive compensation, strategy, environmental, social and governance issues, and human capital management. During the third and fourth quarters of 2022 and the first quarter of 2023, we contacted our top 75 stockholders, representing more than 86% of the Company’s outstanding shares of common stock. We ultimately spoke with 21 stockholders representing approximately 57% of the Company’s outstanding shares of common stock. Please see “Compensation Discussion and Analysis – Stockholder Outreach” for more details regarding our outreach, stockholder feedback and responses by the Board and its committees.

Board Composition

The Board currently has nine members. Consistent with the Board’s commitment to Board refreshment, on June 30, 2022, Steve Krognes was appointed to the Board as a Class III director to serve for a term expiring at our 2024 annual meeting of stockholders. On February 21, 2023, Musa Tariq was appointed to the Board as a Class I director to serve for a term expiring at our 2025 annual meeting of stockholders.

The following provides summary information about each continuing director and director nominee and reflects their committee assignments as of April 27, 2023.



Name	Position	Age	Director Since	AC	CC	N&CG

Helmy Eltoukhy	Chairperson & Co-Chief Executive Officer (“Co-CEO”)	44	2013

AmirAli Talasaz	Director & Co-CEO	43	2013

Ian Clark	Lead Independent Director	62	2017

Vijaya Gadde	Director	48	2020

Meghan Joyce	Director	39	2021

Samir Kaul	Director	49	2014

Steve Krognes	Director	54	2022

Myrtle Potter	Director	64	2021

Musa Tariq	Director	40	2023

LOGO Chair LOGO Member

AC Audit Committee CC Compensation Committee N&CG Nominating & Corporate Governance Committee

The Board is divided into three classes (Class I, Class II and Class III) with staggered terms of three years each and holding office until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. The term of one class expires at each annual meeting of stockholders.

Statistics for Nine Continuing Directors and Director Nominees (As of Our Annual Meeting)



Independence	Gender Diversity	Racial / Ethnic Diversity	Tenure

78%	33%	44%	4.8 years

7 of 9 directors are independent	3 of 9 directors are female	4 of 9 directors are members of traditionally underrepresented racial/ethnic groups, as defined by current U.S. census racial/ethnic categories	Average tenure of directors

In accordance with Nasdaq Stock Market (“Nasdaq”) rules, the following Board Diversity Matrix sets forth the required diversity statistics for our existing directors:


Nasdaq Board Diversity Matrix (As of April 27, 2023)

Total Number of Directors:	9

	Female	Male

Part I: Gender Identity

Directors	3	6

Part II: Demographic Background

African American or Black	1	—

Asian	1	2

White	1	3

Did Not Disclose Demographic Background	—	1

Diversity of Skills and Expertise for Directors as of Our Annual Meeting

The skills matrix below identifies our continuing directors’ prominent experiences and qualifications by name. Each director brings his or her own unique background and range of expertise, knowledge and experience which provides an appropriate and diverse mix of qualifications necessary for our Board to effectively fulfill its oversight responsibilities. By its nature, the information contained in this summary is not intended to be exhaustive but aims to convey the general breadth of experience and qualifications that our directors bring to their work on our Board to oversee strategy, performance, culture and risk at the Company.

Board Skills of Nine Continuing Directors

LOGO

Senior Executive Leadership

●

LOGO

Other Public Company Board Experience

●

LOGO

Corporate Strategy / M&A

●

LOGO

Financial / Accounting or Audit Experience

●

LOGO

Healthcare Industry Experience

●

LOGO

Sales / Marketing Experience

●

LOGO

Risk Management and Compliance

●

LOGO

Sustainability and ESG

●

LOGO

Cybersecurity / Technology

●

LOGO

Global / International Experience

●

Our Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for determining Board membership qualifications and for selecting, evaluating and recommending to the Board nominees for annual election to the Board and to fill vacancies as they arise. When considering whether directors and nominees have the experience, qualifications, attributes or skills to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Governance Committee and the Board evaluate each individual in the context of the Board as a whole, with the objective of assembling a team that can best perpetuate the success of the business and represent

stockholder interests through the exercise of sound judgment using its diversity of experience, thought, backgrounds and cultures. Directors and nominees should have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. The Governance Committee maintains Director Qualification Standards for selecting nominees and for considering stockholder recommended nominees, which are included in this proxy statement as Appendix A. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the Board’s activities. Our directors possess a range of diverse skills, backgrounds, experience and viewpoints that we believe are integral to an effective board of directors. Detailed information about each individual’s qualifications, experience, skills and expertise along with select professional and community contributions can be found above and in the section entitled “Proposal 1: Election of Directors” in this proxy statement. We believe that our directors provide an appropriate mix of experience, diversity and skills relevant to the size and nature of our business.

The Governance Committee is mindful of the policies regarding board service of certain investors and proxy advisory firms, which policies were developed due to concerns that “overboarded” directors face excessive time commitments and challenges in fulfilling their duties. Mr. Clark may be deemed “overboarded” under certain policies. In 2022, Mr. Clark reduced the number of boards he serves on from six to five. The Governance Committee reviewed and considered the contributions of Mr. Clark to the Board and noted his strong attendance, preparedness and engagement at Board and committee meetings, as well as his leadership as our Lead Independent Director. The Governance Committee also noted Mr. Clark’s valuable and extensive public company director experience and expertise.

The Governance Committee will consider stockholder recommendations of candidates on the same basis as it considers all other candidates. Stockholders may propose director nominees by adhering to the advance notice procedures described in the section entitled “Other Matters: Stockholder Proposals and Nominations” in this proxy statement and must include all information as required under our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), and any other information that would be required to solicit a proxy under federal securities laws. We may request from the recommending stockholder or recommending stockholder group such other information as may reasonably be required to determine whether each person recommended by a stockholder or stockholder group as a nominee meets the minimum director qualifications established by our Board and is independent based on applicable laws and regulations. The Governance Committee may also establish procedures, from time to time, regarding submission of candidates by stockholders and others.

Director Independence

Our Governance Committee and our Board have undertaken a review of the Board’s composition, the composition of Board committees and the independence of each director. Based upon information concerning each director’s background, employment and affiliations, including family relationships, the Board has affirmatively determined that each of Ian Clark, Vijaya Gadde, Meghan Joyce, Samir Kaul, Steve Krognes, Myrtle Potter and Musa Tariq is independent, as defined under the applicable listing requirements and rules of Nasdaq and

the Securities and Exchange Commission (the “SEC”), and that each of them and their respective family members have no material relationship with us, commercial or otherwise, that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. Drs. Eltoukhy and Talasaz were determined to not be independent due to their service as our Co-CEOs. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Leadership Structure

Our Board has determined that at this time it is in the best interests of the Company and our stockholders to have Helmy Eltoukhy, our Co-CEO, serve as our Chairperson of the Board, coupled with a strong lead independent director, Ian Clark. Dr. Eltoukhy was appointed as Chairperson of the Board on August 5, 2021, succeeding AmirAli Talasaz in this role. We believe having one of our senior executives serve as Chairperson promotes responsibility and accountability, and that our Board benefits from having a Chairperson with his extensive understanding of our business and the unique challenges we face. The Board believes that this structure best facilitates consistent leadership direction and long-term strategic planning, while building a cohesive corporate culture that speaks with a single voice.

Our Board also recognizes the value and importance of a strong independent lead director with clearly delineated responsibilities. The independent directors have appointed Ian Clark to serve as our lead independent director. As set forth in our Corporate Governance Guidelines, Mr. Clark, as our independent lead director, has clearly delineated and comprehensive duties, including:

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presiding at all meetings of the Board at which the Chairperson is not present, including all executive sessions of the independent directors;

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approving Board meeting schedules and agendas;

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meeting in executive session without non-independent directors or management present on a regularly scheduled basis, but no less than twice per year; and

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acting as the liaison between the independent directors and our Co-CEOs and Chairperson.

Our Board will continue to evaluate its leadership structure in order to ensure it aligns with and supports the evolving needs and circumstances of Guardant and its stockholders.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines covering, among other things, the duties and responsibilities of and independence standards applicable to our directors and Board committee structures and responsibilities. These guidelines are available on the “Corporate Governance” section of our website at https://investors.guardanthealth.com.

Attendance by Members of the Board at Meetings

Our Board held six meetings and acted by written consent three times during the year ended December 31, 2022. During 2022, all of our then incumbent directors attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of committees of the Board of which the incumbent director was a member. The membership of each standing committee in 2022 and the number of meetings held during 2022 are identified in the table below.


Director	Audit	Compensation	Governance
Helmy Eltoukhy
AmirAli Talasaz
Ian Clark			Chair
Vijaya Gadde		Chair
Meghan Joyce	✓		✓
Samir Kaul		✓
Steve Krognes	Chair		✓
Myrtle Potter	✓	✓
Number of meetings held during FY 2022	4	6	4

* Does not include action by written consent

Currently, we do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that, absent compelling circumstances, each of our directors will attend our Annual Meeting. Each of our then-seven incumbent directors attended our 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”).

Executive Sessions

Our non-management directors meet regularly in executive sessions without management, to consider such matters as they deem appropriate. Our lead independent director, Mr. Clark, presides over all executive sessions.

Board Committees

We currently have three standing committees: Audit Committee, Compensation Committee and Governance Committee. From time to time, the Board may form a new committee or disband a current committee, depending on the circumstances. The charters of all three of our standing Board committees are available on our website under the “Corporate Governance – Governance Documents” section at https://investors.guardanthealth.com.

Audit Committee

Our Audit Committee currently consists of Steve Krognes, Meghan Joyce and Myrtle Potter, with Mr. Kr

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SEC Form DEF 14A filed by Guardant Health Inc.