DEF 14A of Guardant Health, Inc., Apr 29, 2025

DEF 14A of Guardant Health, Inc.

Filed Apr 29, 2025 · FY20240001193125-25-103890

Open on EDGAR

  1. Board Committees

    | • | reviewing and recommending to our Board the compensation of our directors; |

  2. Board Committees

    | • | updating the peer group of companies for our executive and director compensation analysis; |

  3. Board Committees

    | • | conducting detailed market analysis on executive and director compensation relative to our peer group, and advising on general industry pay practices; |

  4. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Director Compensation Program is intended to fairly compensate our non-employee directors for the time and effort necessary to serve on our Board, in a manner that is competitive and serves the best interests of the Company and our stockholders. Process for Determining Director Compensation. Decisions regarding the non-employee director compensation program are approved by our full Board based on recommendations by the Compensation Committee. The Compensation Committee reviews the total compensation of our non-employee directors and each element of our director compensation program each year, with this review usually scheduled before our annual stockholder meeting. The Compensation Committee consults with its independent compensation consultant periodically as to the competitive position of our director compensation program, both in terms of the compensation amount and with respect to the program’s design, against those of our peers (information about our peer group is on page 42). The compensation for our Board members is aligned with long-term value creation because it consists solely of stock option and restricted stock unit awards that do not vest as to any of the underlying shares until one-year after the grant date. By using a program that is entirely based on stock awards, the Board has established a compensation program that aligns their interests with those of our stockholders. Our directors do not receive cash compensation for their service as directors, but we pay their reasonable expenses incurred for attending meetings. The Compensation Committee did not recommend to the Board any adjustments to our director compensation program for 2024. The following is a summary of our director compensation program that was adopted in June 2020 and remained in effect for 2024: Initial Awards (each, an “Initial Award”)

  5. DIRECTOR COMPENSATION

    | • | stock option award with an aggregate value of $362,500 (determined by dividing the value of the award by the per share Black-Scholes valuation as of the applicable grant date) and an exercise price equal to the fair market value of our common stock on the date of grant; and |

  6. DIRECTOR COMPENSATION

    | • | restricted stock unit award with an aggregate value of $362,500 (determined by dividing the value by the fair market value of our common stock on the applicable grant date). |

  7. DIRECTOR COMPENSATION

    Annual Awards (each, an “Annual Award”)

  8. DIRECTOR COMPENSATION

    | • | stock option award with an aggregate value of $212,500 (determined by dividing the value of the award by the per share Black-Scholes valuation as of the applicable grant date) and an exercise price equal to the fair market value of our common stock on the date of grant; and |

  9. DIRECTOR COMPENSATION

    | • | restricted stock unit award with an aggregate value of $212,500 (determined by dividing the value by the fair market value of our common stock on the applicable grant date). |

  10. DIRECTOR COMPENSATION

    Annual Lead Independent Director Award (each, a “LID Award”)

  11. DIRECTOR COMPENSATION

    | • | restricted stock unit award with an aggregate value of $45,000 (determined by dividing the value by the fair market value of our common stock on the applicable grant date). |

  12. DIRECTOR COMPENSATION

    The Initial Award is granted to each non-employee director who is initially elected or appointed to serve on the Board. Each Initial Award vests and becomes exercisable (as applicable) over four years, with 25% of the shares subject to such award vesting on the first anniversary of the director’s election to the Board, and the remaining 75% of the shares subject to the Initial Award vesting in substantially equal installments on each monthly anniversary of the director’s election to the Board thereafter, subject to continued service through the applicable vesting date. The Annual Award is granted on the date of each annual stockholders’ meeting to non-employee directors who have served on the Board for at least six months prior to the date of such annual stockholders’ meeting. Each Annual Award vests and become exercisable (as applicable) in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting of the Company’s stockholders following the grant date, subject to continued service through the applicable vesting date. The LID Award is granted on the date of each annual stockholders’ meeting to the non-employee director who has served on the Board for at least six months as of the date of such annual stockholders’ meeting and who will also serve as Lead Independent Director of the Board immediately following such meeting. Each LID Award will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting of the Company’s stockholders following the grant date, subject to continued service through the applicable vesting date. Our Board decided that the additional LID Award is appropriate given the significant role and scope of the responsibilities of the Board’s Lead Independent Director, such as responsibilities related to leading meetings of independent directors, providing input on meeting agendas, advising our Co-CEOs as to quantity, quality and timeliness of information and materials, providing feedback to our Co-CEOs on the Co-CEOs’ evaluation, and leading the Board evaluation process. In addition, each Initial Award, Annual Award and LID Award will vest in full immediately prior to the director’s death, disability, termination without cause, or a change in control (as defined in our 2018 Incentive Award Plan (the “2018 Plan”)). Any compensation payable to a director will comply with the director annual compensation limit set forth in our 2018 Plan (currently, an annual limit of $750,000 per director). We do not pay any additional compensation for committee service or attendance at Board or committee meetings. Director Compensation Table. The following table contains information concerning the compensation received by our non-employee directors during the year ended December 31, 2024. Directors who are also employees do not receive compensation for service on our Board (in addition to the compensation payable for their service as our employees). Drs. Eltoukhy and Talasaz are not included in the table below because they did not receive any additional compensation for their service on our Board. Drs. Eltoukhy’s and Talasaz’s 2024 compensation is presented in the Summary Compensation Table found on page 64.

  13. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE

  14. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1)(3) ($) | Option Awards (2)(3) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) | | Ian Clark | — | 257,522 | 212,746 | — | — | — | 470,268 | | Vijaya Gadde | — | 212,500 | 212,746 | — | — | — | 425,246 | | Manuel Hidalgo Medina(a) | — | 362,509 | 362,772 | — | — | — | 725,281 | | Meghan Joyce | — | 212,500 | 212,746 | — | — | — | 425,246 | | Samir Kaul(b) | — | — | — | — | — | — | — | | Steve Krognes | — | 212,500 | 212,746 | — | — | — | 425,246 | | Roberto Mignone(c) | — | 362,517 | 362,677 | — | — | — | 725,194 | | Myrtle Potter | — | 212,500 | 212,746 | — | — | — | 425,246 | | Musa Tariq | — | 212,500 | 212,746 | — | — | — | 425,246 |

  15. 2024 DIRECTOR COMPENSATION TABLE

    | (a) Dr. Hidalgo Medina became a member of the Board on July 17, 2024. |

  16. 2024 DIRECTOR COMPENSATION TABLE

    | (b) Mr. Kaul resigned as a member of the Board on February 1, 2024, and received no compensation for his service during the year ended December 31, 2024. |

  17. 2024 DIRECTOR COMPENSATION TABLE

    | (c) Mr. Mignone became a member of the Board on October 21, 2024. |

  18. 2024 DIRECTOR COMPENSATION TABLE

    | (1) The amounts shown in the Stock Awards column reflects the aggregate grant date fair value of the restricted stock units (“RSUs”) awarded to our non-employee directors, computed in accordance with Topic 718, excluding the effect of estimated forfeitures. Amounts in this column reflect the market value of the RSUs using the closing price of a share of our common stock as reported on Nasdaq on the date of grant multiplied by the number of shares underlying each award, as follows: for Messrs. Clark, Krognes and Tariq and Mses. Gadde, Joyce and Potter using the closing price of $31.84 on June 12, 2024; for Dr. Hidalgo Medina, using the closing price of $32.55 on July 17, 2024; and for Mr. Mignone, using the closing price of $28.61 on November 8, 2024. |

  19. 2024 DIRECTOR COMPENSATION TABLE

    | (2) The amounts shown in the Option Awards column represent the aggregate grant date fair value of stock options computed in accordance with Topic 718. Valuations of options were determined using the Black-Scholes option pricing model. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  20. 2024 DIRECTOR COMPENSATION TABLE

    | (3) As of December 31, 2024, the directors had the following outstanding RSU and stock option awards: |

  21. 2024 DIRECTOR COMPENSATION TABLE

    | Name | RSUs | Stock Options | | Ian Clark | 8,088 | 34,001 | | Vijaya Gadde | 6,674 | 39,650 | | Manuel Hidalgo Medina | 11,137 | 17,029 | | Meghan Joyce | 7,205 | 33,961 | | Samir Kaul | — | — | | Steve Krognes | 9,451 | 31,385 | | Roberto Mignone | 12,671 | 19,535 | | Myrtle Potter | 7,358 | 34,224 | | Musa Tariq | 13,420 | 28,940 |

  22. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  23. Board Nominees

    Board Nominees Pursuant to our Certificate of Incorporation and our Bylaws, the total number of directors constituting the Board is fixed from time to time by the Board. There are currently ten authorized directors and ten persons serving as directors. The Board is divided into three classes (Class I, Class II and Class III) with staggered terms of three years each, with each director holding office until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Each class contains as nearly as possible an equal number of directors. The term of one class expires at each annual meeting of stockholders; thus, directors typically stand for election after three years, unless they are filling an unexpired term. The current term of office of our Class I Directors expires at the Annual Meeting, while the term for our Class II Directors expires at our 2026 annual meeting of stockholders and the term for our Class III Directors expires at our 2027 annual meeting of stockholders. Based upon the recommendation of our Governance Committee, the Board has nominated Vijaya Gadde, Roberto Mignone, Myrtle Potter and Musa Tariq, each a current Class I Director, for re-election at the Annual Meeting. Each director elected at the Annual Meeting will serve a three-year term expiring at the 2028 annual meeting of stockholders and until his successor is duly elected and qualified as a Class I Director, or until his or her earlier death, resignation or removal. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the four nominees named in this proxy statement. The Board and the Governance Committee believe the skills, qualities, attributes and experience of our directors provide us with business acumen and a diverse range of perspectives to engage each other and management to effectively address our evolving needs and represent the best interests of our stockholders. Vacancies on the Board, including any vacancy created by an increase in the size of the Board, may be filled only by a majority of the directors remaining in office, even though less than a quorum of the Board, or a sole remaining director. A director elected by the Board to fill a vacancy will serve until the next election of the class of directors for which such director was chosen and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.

  24. Information about Class I Director Nominees

    Information about Class I Director Nominees Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led the Board to conclude that each nominee should serve on the Board at this time. Class I Directors with Term Expiring at the 2025 Annual Meeting

  25. Information about Class I Director Nominees

    | Vijaya Gadde Former Chief Legal Officer of Twitter, Inc. Current Committee Assignments: • Compensation Committee (Chair) | Vijaya Gadde has served as a member of our Board since June 2020. Ms. Gadde served as the Chief Legal Officer of Twitter, Inc., from February 2018 to October 2022, and Secretary from August 2013 to October 2022, leading its legal, public policy, and trust and safety teams globally before Twitter, Inc. became a private company. Ms. Gadde previously served as Twitter, Inc.’s General Counsel from 2013 to 2018, its head of communications from 2015 to 2016 and as its Director, Legal from 2011 to 2013. Prior to joining Twitter, Ms. Gadde was Senior Director, Legal at Juniper Networks from 2010 to 2011. From 2000 to 2010, Ms. Gadde was an Attorney at Wilson Sonsini Goodrich & Rosati. Ms. Gadde currently serves on the Board of Trustees of NYU Law School and the Board of Directors of Planet Labs PBC, as well as Mercy Corps, a global humanitarian aid and development organization that partners with communities, corporations and governments. Ms. Gadde also co-founded #Angels, an investment collective focused on funding diverse and ambitious founders pursuing bold ideas. Ms. Gadde earned a J.D. from New York University School of Law and a B.S. in industrial and labor relations from Cornell University. We believe that Ms. Gadde is qualified to serve as a member of our Board due to her deep public company experience, in addition to her executive leadership experience and significant legal, public policy and regulatory expertise. |

  26. Information about Class I Director Nominees

    | Roberto Mignone Founder and Managing Partner of Bridger Management LLC Current Committee Assignments: • Audit Committee | Roberto Mignone has served as a member of our Board since October 2024. Mr. Mignone is the Founder and Managing Partner of Bridger Management LLC, an investment management firm specializing in long-term equity strategies. Since its founding in 2000, Bridger Management has focused on the healthcare sector, in addition to its investments across global consumer, technology, and financial service companies. Prior to Bridger Management, Mr. Mignone co-founded and served as a partner of Blue Ridge Capital LLC from 1996 to 2000, an investment firm that focused on healthcare, technology, media, telecommunications, and financial services investing. Mr. Mignone is a member of the Board of Directors at Teva Pharmaceuticals. He also currently serves as the co-Vice Chairman at the New York University Langone Medical Center. From June 2021 to October 2022, Mr. Mignone served on the Board of Directors of Avanti Acquisition, a special purpose acquisition company. Mr. Mignone holds a Bachelor of Arts degree in Classics from Harvard College and a Master of Business Administration degree from Harvard Business School. We believe that Mr. Mignone is qualified to serve as a member of our Board due to his long career as a global investment professional focused on healthcare, in addition to his finance and management expertise with respect to large, complex pharmaceutical organizations. |

  27. Information about Class I Director Nominees

    | Myrtle Potter Former President, Chief Executive Officer and Chairperson of Sumitomo Pharma America, Inc. Current Committee Assignments: • Audit Committee • Compensation Committee | Myrtle Potter has served as a member of our Board since October 2021. Ms. Potter most recently served as President, Chief Executive Officer and Chairperson of the Board of Sumitomo Pharma America, Inc. from July 1, 2023 to April 1, 2024. Prior to this, Ms. Potter served as the Chief Executive Officer of Sumitovant Biopharma, Inc., a subsidiary of Sumitovant Biopharma Ltd., from December 2019 to July 2023, when Sumitomo Pharma America, Inc. announced its launch resulting from the combination of Sumitovant and its wholly owned U.S. subsidiaries and other U.S. Sumitomo Pharma wholly owned subsidiaries. Previously, from 2018 to 2019, Ms. Potter served as Vant Operating Chair at Roivant Sciences, Ltd., and as Chief Executive Officer of Myrtle Potter & Company, LLC from 2005 to 2018. From 2000 to 2004, Ms. Potter served as Chief Operating Officer at Genentech, Inc., and from 2004 to 2005, she served as the President, Commercial Operations and Executive Vice President of Genentech. Prior to joining Genentech, she held various positions, including President, U.S. Cardiovascular/Metabolics at Bristol-Myers Squibb, and a vice president at Merck & Co. Ms. Potter currently serves on the Board of Directors of Liberty Mutual Holding Company, Inc. Ms. Potter has also served on the Board of Directors of Ginkgo Bioworks, Inc. since June 2024. Ms. Potter previously served on the Board of Directors of Myovant Sciences, Ltd. from September 2018 to March 2023, Urovant Sciences Ltd. from July 2018 to March 2021, Axsome Therapeutics, Inc. from June 2017 to June 2020, Everyday Health, Inc. from September 2010 to December 2016, Immunovant, Inc. from June 2019 to February 2020, Axovant Gene Therapies, Ltd. from September 2018 to February 2020, Arbutus Biopharma, Inc. from October 2018 to February 2020, Insmed Incorporated from December 2014 to November 2018, and Rite Aid Corporation from November 2013 to September 2018. Ms. Potter holds a Bachelor of Arts Degree from The University of Chicago. We believe that Ms. Potter is qualified to serve as a member of our Board due to her years of experience in the biotechnology industry, including extensive commercial and operational experience leading pharmaceutical companies in bringing new therapies to market and her extensive experience serving on boards of public companies. |

  28. Information about Class I Director Nominees

    | Musa Tariq Former Chief Marketing Officer of GoFundMe Current Committee Assignments: • Nominating and Corporate Governance Committee | Musa Tariq has served as a member of our Board since March 2023. Mr. Tariq most recently served as Chief Marketing Officer of GoFundMe, a crowdfunding platform, from January 2021 to June 2023. He joined GoFundMe to further build the GoFundMe brand and drive the company’s marketing and communications functions. Prior to GoFundMe, Mr. Tariq was Global Head of Marketing for Airbnb Experiences, a division of Airbnb, Inc., a provider of an online marketplace for short-term homestays and experiences, from September 2018 to December 2020 where he drove brand awareness and adoption of that rapidly growing part of Airbnb’s business. Before Airbnb, he was Chief Brand Officer at Ford Motor Company from January 2017 to March 2018. Mr. Tariq has also held marketing leadership roles at Apple, Nike and Burberry. Mr. Tariq has a B.S. in Geography and Economics from London School of Economics. A distinguished counselor to iconic and emerging global brands, Mr. Tariq currently serves as an advisor to MasterClass, The British Fashion Council, Felix Capital and several other start-ups. We believe that Mr. Tariq is qualified to serve as a member of our Board due to his extensive marketing experience leading global consumer brands. |

  29. Information about Other Directors Not Standing for Election at this Meeting

    Information about Other Directors Not Standing for Election at this Meeting Class II Directors with Term Expiring at the 2026 Annual Meeting

  30. Information about Other Directors Not Standing for Election at this Meeting

    | Ian Clark Former Chief Executive Officer of Genentech Inc. Current Committee Assignments: • Nominating and Corporate Governance Committee (Chair) | Ian Clark has served as a member of our Board since January 2017 and is our lead independent director. Mr. Clark most recently served as CEO, led the Executive Committee, and was a member of the Board of Directors of Genentech Inc., a biotechnology company, from January 2010 to December 2016. In total he served for 14 years at Genentech of which 12 were on the Genentech Executive Committee, initially as Executive Vice President of Commercial Operations. Before that, he served as Senior Vice President and General Manager of BioOncology. Prior to this, Mr. Clark spent 20 years in positions of increasing responsibility at Novartis, Sanofi, Ivax, and Searle, working in the United Kingdom, Canada, Eastern Europe and France. Mr. Clark currently serves on the Board of Directors of Takeda Pharmaceutical Company Limited, Olema Pharmaceuticals, Inc., Kyverna Therapeutics Inc, Corvus Pharmaceuticals, Inc., and GoodRx Holdings, Inc. He previously served on the Board of Directors of Shire Pharmaceuticals, Kite Pharma, Gyroscope, Forty Seven, Agios, Dendreon, Vernalis and AVROBIO, Inc.. Mr. Clark is an advisor to KKR and was previously an advisor at Lazard, Blackstone Life Sciences, and Perella Weinberg Partners. He served on the Board of the Biotechnology Industry Organization (BIO) and as a member of the 12th District Economic Advisory Council (EAC) of the Federal Reserve. He also served on the BioFulcrum Board of the Gladstone Institute and as Chair of the External Advisory Board to Southampton University’s Institute for Life Sciences. Mr. Clark received a B.Sc. and an honorary doctorate in biological sciences from Southampton University We believe that Mr. Clark is qualified to serve as a member of our Board due to his vast experience in the biopharmaceutical industry, combined with his experience serving on the boards of directors of successful, high-growth public and private companies. |

  31. Information about Other Directors Not Standing for Election at this Meeting

    | Meghan Joyce Chief Executive Officer of Duckbill Technologies, Inc. Current Committee Assignments: • Audit Committee • Compensation Committee | Meghan Joyce has served as a member of our Board since August 2021. She is co-founder and CEO of Duckbill Technologies, Inc., a consumer tech startup, a role she has held since April 2022, and also serves as an independent director and advisor to select high growth organizations in the healthcare and consumer space. Previously, from September 2019 to April 2022, Ms. Joyce served as Chief Operating Officer and Executive Vice President of Platform at Oscar Health, a high-growth health tech and health insurance company, where she led operations, technology, clinical, marketing, and new business lines. Prior to joining Oscar Health, from 2013 to 2019, Ms. Joyce held several leadership roles at Uber Technologies, most recently as Regional General Manager of the United States and Canada. Ms. Joyce previously served as a Senior Policy Advisor at the United States Department of the Treasury, an investor at Bain Capital, and a consultant at Bain & Company. Ms. Joyce currently serves as a member of the Board of Directors of The Boston Beer Company. She holds an MBA from Harvard Business School and an A.B. degree in History from Harvard College. We believe that Ms. Joyce is qualified to serve as a member of our Board due to her extensive experience in business strategy, managing growth, financial modeling, implementation of new technologies, and management and retention of diverse employee groups. |

  32. Information about Other Directors Not Standing for Election at this Meeting

    | Manuel Hidalgo Medina Chief of the Division of Hematology and Medical Oncology at Weill Cornell Medicine and New York-Presbyterian/Weill Cornell Medical Center Current Committee Assignments: • Nominating and Corporate Governance Committee | Manuel Hidalgo Medina has served as a member of our Board of since July 2024. Dr. Hidalgo has served as chief of the division of hematology and medical oncology at Weill Cornell Medicine and New York-Presbyterian/Weill Cornell Medical Center since 2019 where he oversees clinical and translational research in hematology and medical oncology and is the Walter B. Wriston Professor of Pancreatic Cancer Research. Prior to his current position, Dr. Hidalgo served as chief of the division of hematology at Beth Israel Deaconess Medical Center in Boston and clinical director of the Rosenberg Clinical Cancer Center from 2015 to 2019. During this time, he was the Theodore W. and Evelyn G. Berenson professor of medicine at Harvard Medical School. Dr. Hidalgo also held leadership positions at the Spanish National Cancer Research Centre (CNIO) in Madrid and at the Kimmel Comprehensive Cancer Center, where he was director of gastrointestinal oncology program. Dr. Hidalgo currently serves as a member of the Board of Directors of Bristol-Myers Squibb Company. He received his Medical Degree from the University of Navarra in Pamplona, Spain, and a Doctorate in infectious diseases and cancer from the University Autónoma of Madrid, Spain. He completed his Residency training in Medical Oncology at the Hospital 12 de Octubre in Madrid and his Fellowship in Medical Oncology at the University of Texas Health Science Center in San Antonio, Texas, where he also served as an Assistant Professor of Medicine. We believe that Dr. Hidalgo is qualified to serve as a member of our Board due to his extensive experience in precision oncology, commitment to advancing oncology care, and wealth of expertise and leadership in translational and clinical research in anticancer drug development. |

  33. Information about Other Directors Not Standing for Election at this Meeting

    Class III Directors with Term Expiring at the 2027 Annual Meeting

  34. Information about Other Directors Not Standing for Election at this Meeting

    | Helmy Eltoukhy Co-Chief Executive Officer at Guardant Health, Inc. | Helmy Eltoukhy is our co-founder and has served as our CEO and a member of our Board since January 2013. On August 5, 2021, Dr. Eltoukhy was appointed as Chairperson of our Board and Co-CEO. Prior to co-founding our company, Dr. Eltoukhy held various positions at Illumina, Inc. from August 2008 to December 2012, including Senior Director of Advanced Technology Research, where he developed novel chemistries, hardware and informatics for genetic analysis systems. In June 2007, he co-founded Avantome Inc. to commercialize semiconductor sequencing to help speed up the democratization of high throughput DNA sequencing and served as Chief Executive Officer until its acquisition by Illumina in August 2008. He joined the Stanford Genome Technology Center as a post-doctoral fellow in 2006 to work on low-cost DNA sequencing technologies. During his doctoral studies and at the Stanford Genome Technology Center, he developed the first semiconductor sequencing platform and first base-calling algorithm for next-generation sequencing under several National Human Genome Research Institute grants. He received his Ph.D., M.S. and B.S. degrees in electrical engineering from Stanford University. We believe that Dr. Eltoukhy is qualified to serve as Chairperson of our Board due to his extensive knowledge of our company as co-founder and Co-CEO and his experience in the life sciences and biotechnology industries. |

  35. Information about Other Directors Not Standing for Election at this Meeting

    | Steve Krognes Former Chief Financial Officer of Denali Therapeutics Inc. Current Committee Assignments: • Audit Committee (Chair) • Nominating and Corporate Governance Committee | Steve Krognes has served as a member of our Board since June 2022. Mr. Krognes is a professional independent board member in the biotech and life sciences sector. Before joining the Board, Mr. Krognes was the Chief Financial Officer at Denali Therapeutics Inc., a public biotechnology company, from October 2015 to April 2022. Mr. Krognes joined Denali from Genentech, Inc., a biotechnology company, where he served as Chief Financial Officer and a member of the Executive Committee from April 2009 to September 2015. Mr. Krognes also oversaw Genentech’s Site Services organization between 2011 and 2015, and Genentech’s IT organization between 2009 and 2011. He chaired the Genentech Access to Care Foundation between 2009 and 2015. From January 2004 to April 2009, Mr. Krognes served as Head of Mergers & Acquisitions and a member of the Finance Executive Committee at Roche Holding AG, a Swiss biotechnology company. From July 2002 to December 2003, Mr. Krognes served as Director of M&A at Danske Bank based in Norway. Mr. Krognes currently serves as a member of the Board of Directors at Denali Therapeutics Inc., argenx SE and ClavystBio and Pliant Therapeutics, Inc., and previously served on the Board of Directors at Corvus Pharmaceuticals, Inc. between January 2016 and March 2021, RLS Global AB from January 2016 to January 2023 and Gritstone bio, Inc. from July 2018 to June 2024. He received his M.B.A. from Harvard Business School and his B.S. in Economics from The Wharton School of the University of Pennsylvania. We believe that Mr. Krognes is qualified to serve as a member of our Board due to his extensive experience in the biotechnology and life sciences industries. |

  36. Information about Other Directors Not Standing for Election at this Meeting

    | AmirAli Talasaz Co-Chief Executive Officer at Guardant Health, Inc. | AmirAli Talasaz is our co-founder and served as Chairperson of our Board, President and Chief Operating Officer (COO) from January 2013 until August 2021. On August 5, 2021, the Company appointed Dr. Talasaz as Co-CEO of the Company. On the same day, Dr. Talasaz resigned his position as Chairperson of the Board and as President and COO of the Company. Prior to co-founding our company, Dr. Talasaz held various positions at Illumina, Inc., including Senior Director of Diagnostics Research from October 2011 to June 2012, where he led the efforts for emerging clinical applications of next-generation genomic analysis. During that time, he developed different genomic technologies suitable for clinical applications. In March 2008, he founded Auriphex Biosciences, Inc., which focused on purification and genetic analysis of circulating tumor cells for cancer management. The technology was acquired by lllumina, Inc. in 2009. During his academic years, he led the Technology Development group at the Stanford Genome Technology Center. He received his Ph.D. degree in electrical engineering, M.S. degree in electrical engineering and M.S. degree in management science and engineering from Stanford University. We believe that Dr. Talasaz is qualified to serve as a member of our Board due to his extensive knowledge of our company as co-founder and Co-CEO and his knowledge of the life sciences and biotechnology industries. |

  37. Compensation Objectives

    | • | Provide market competitive compensation, the majority of which is “at risk”; and |

  38. Key Aspects of the 2024 Executive Compensation Program

    | (ii) financial performance metrics, representing 45% of the target bonus opportunity (the “Financial Performance Component”), and |

  39. Key Aspects of the 2024 Executive Compensation Program

    | (i) Oncology product milestone goals consisting of product launches and the submission of additional clinical data (25% of the target bonus opportunity) and |

  40. Key Aspects of the 2024 Executive Compensation Program

    | (i) revenue excluding screening revenue (30% of the target bonus opportunity), |

  41. Key Aspects of the 2024 Executive Compensation Program

    The Compensation Committee set a rigorous revenue target substantially above the prior-year level, reflecting 19% growth. In addition, there was rigor in the performance curve, as 30% of the target bonus opportunity attributed to revenue performance would be forfeited if we did not achieve at least 16% growth from the prior year. The targets for gross margin and Adjusted EBITDA were also set at levels that the Compensation Committee viewed as challenging to achieve. The Compensation Committee incorporated these measures in the 2024 annual bonus program in order to focus executive officers on the critical strategic priorities of top line revenue growth and operating profitability. As described below, revenue excluding screening revenue increased 30% to $733.9 million, driven predominantly by precision oncology testing revenue; non-GAAP gross margin excluding screening was 64%; and Adjusted EBITDA loss decreased to $257.5 million. 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 the other was below-threshold, and the data submission was achieved above-target. For the screening research and development performance, the launch of Shield was achieved at target and the other metric was attained below-target. Finally, 5% of the annual bonus opportunity was based on employee engagement, as measured and benchmarked via our employee engagement survey results. The engagement score was achieved at target. Based on our financial results, together with the product development and research-based achievements, and the employee engagement, the Compensation Committee determined that overall achievement relative to our goals was 150% of target. 2024 Long-Term Incentives. In 2024, the Compensation Committee continued to emphasize the performance nature of long-term incentive equity grants by granting PSUs. For the Co-CEOs, the 2024 PSUs vest over a three-year period based on a three-year revenue Compound Annual Growth Rate, or CAGR, subject to a relative TSR modifier. For the other NEOs, the 2024 PSUs vest based on (i) a three-year revenue CAGR, subject to a relative TSR modifier, and (ii) a one-year revenue growth metric subject to additional time-based vesting, each weighted 50%. The other elements of the 2024 long-term incentives consist of time-based RSUs and, for NEOs other than the Co-CEOs, stock options. Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Compensation Committee structures the long-term incentive opportunity to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to stockholders and to reward them for doing so. For the 2024 PSUs based on one-year revenue growth, the Company generated total revenue of $739.0 million in 2024, representing growth of 31%. Based on this performance, the NEOs, other than the Co-CEOs, earned a total of 200% of the target number of PSUs that were based on that metric. While the performance measure has been achieved, the PSUs vest in March 2025, January 2026 and January 2027, subject to service-based vesting requirements.

  42. Compensation Objectives

    | • | Offer competitive compensation to attract and retain talent. The biopharmaceutical and technology industries are fiercely competitive, particularly in the San Francisco Bay Area and other areas where we operate, and we must compete for executive talent in these industries and areas. To manage our business and carry out our strategy, we seek high-caliber executive officers and managers who have diverse experience, expertise, capabilities, and backgrounds. |

  43. Compensation Program Governance

    | What We Don’t Do | | | | | No Guaranteed Employment Agreements | We do not have employment agreements that guarantee employment for a specified term. Our executive officers are at-will employees. | | | No Hedging or Pledging of Company Securities | We prohibit employees and non-employee directors from engaging in hedging, pledging, margin or short sale transactions in Company securities. | | | No Excessive Perks | We do not provide large perquisites to executive officers. | | | No Excise Tax Gross-Ups | We do not provide excise tax gross-ups. | | | No Guaranteed Bonuses | We do not guarantee our NEOs any minimum levels of payment under our annual incentive plan, which is entirely performance-based. |

  44. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee establishes our compensation philosophy and objectives; determines the structure, components, and other elements of the executive compensation program; and reviews and approves the compensation of the NEOs or recommends it for approval by the Board. The Compensation Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above. Toward the end of each year, the Compensation Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of stockholder value, and to determine whether any changes would be appropriate. At the beginning of the new year, after the end of applicable annual performance periods, the Compensation Committee evaluates achievement relative to performance targets and determines corresponding payouts earned. The Compensation Committee obtains input from executive officers regarding the annual operating plan, expected financial results, anticipated milestone results, and related risks. Based on this information, the Compensation Committee establishes the performance-based metrics and targets for the cash-based annual incentive plan and for the performance share units granted under our equity incentive plan. For each metric, the Compensation Committee sets appropriate threshold and maximum levels of performance designed to motivate achievement without incentivizing excessive risk-taking. With the input of the Co-CEOs, the Compensation Committee also establishes the compensation for all of the other executive officers. The Compensation Committee sets the compensation for each of our NEOs and makes recommendations to the full Board generally at its meetings in the first quarter of each year.

  45. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Compensation Committee has exercised this authority to engage Aon as its independent compensation consultant and has worked with Aon to develop a compensation peer group, provide a competitive market analysis of the base salary, annual cash incentive awards, and long-term incentive compensation of our executive officers compared against the compensation peer group, report on share utilization, and review of other market practices and trends. In 2024, our Compensation Committee supplementally engaged Meridian Compensation Partners LLC (“Meridian”), an independent compensation consultant, to provide advice and consultation regarding the compensation of our Co-CEOs, to align the program to peer compensation practices and to review and provide advice regarding market competitiveness and peer group practices. Meridian reported directly to the Compensation Committee and, as directed by the Compensation Committee, worked with management and the chair of the Compensation Committee. While the Compensation Committee took into consideration the review and recommendations of Aon and Meridian, as well as the practices of our compensation peer group, when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation, including the compensation for the Co-CEOs. The Committee has assessed the independence of Aon and Meridian pursuant to SEC and Nasdaq rules. In doing so, the Committee considered each of the factors set forth by the SEC and the Nasdaq with respect to a compensation consultant’s independence and reviewed Aon’s and Meridian’s own self-evaluations of and conclusions regarding their independence. Based on its consideration of the foregoing and other relevant factors, the Committee concluded that there were no conflicts of interest, and that Aon and Meridian are independent.

  46. Compensation Peer Groups and Peer Selection Process

    Compensation Peer Groups and Peer Selection Process Relevant market and benchmark data provide a solid reference point for making decisions and helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. The Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies, as derived from public filings and other sources, when making decisions about the structure and component mix of our executive compensation program. The Compensation Committee, with the assistance of Aon, developed a peer group in August 2023 for use in connection with subsequent decisions about executive compensation using the following criteria: sector (commercial biopharma and medical technology companies, with an emphasis on oncology and diagnostics where possible), revenue, and market capitalization. Based on these criteria and considerations, the Compensation Committee approved a peer group for decisions relating to subsequent executive compensation that consisted of the following 17 companies:

  47. Compensation Peer Groups and Peer Selection Process

    | 10x Genomics, Inc. | NeoGenomics, Inc. | | ACADIA Pharmaceuticals Inc. | Neurocrine Biosciences, Inc. | | Adaptive Biotechnologies Corporation | Novocure Ltd. | | Blueprint Medicines Corporation | Penumbra, Inc. | | EXACT Sciences Corporation | Repligen Corporation | | Exelixis, Inc. | Sarepta Therapeutics, Inc. | | iRythym Technologies, Inc. | Ultragenyx Pharmaceutical Inc. | | Myriad Genetics, Inc. | Veracyte, Inc. | | Natera, Inc. | |

  48. Compensation Peer Groups and Peer Selection Process

    Based on the peer analysis performed by Aon in 2023, Invitae Corporation was removed, and Myriad Genetics, Inc. and NeoGenomics, Inc. were added. In general, the removed peer company no longer fit the selection criteria, as described above and further below, while the additions reflect companies with financial characteristics more similar to our Company. Subsequently, in July 2024, the Compensation Committee engaged Aon to develop a new peer group that would be referenced in making subsequent decisions regarding executive compensation. The July 2024 peer group used the same framework as the August 2023 peer group, and Guardant’s then-current revenue and market capitalization. Adaptive Biotechnologies Corporation, Neurocrine Biosciences, Inc., and Sarepta Therapeutics, Inc. were removed because they no longer fit the selection criteria, and Glaukos Corporation, Lantheus Holdings, Inc., and Twist Bioscience Corporation were added because their characteristics fell within the criteria. Based on these criteria and considerations, the Compensation Committee approved a revised peer group for executive compensation decisions subsequent to July 2024 that consists of the following 17 companies:

  49. Compensation Peer Groups and Peer Selection Process

    | 10x Genomics, Inc. | Natera, Inc. | | ACADIA Pharmaceuticals Inc. | NeoGenomics, Inc. | | Blueprint Medicines Corporation | Novocure Ltd. | | EXACT Sciences Corporation | Penumbra, Inc. | | Exelixis, Inc. | Repligen Corporation | | Glaukos Corporation | Twist Bioscience Corporation | | iRythym Technologies, Inc. | Ultragenyx Pharmaceutical Inc. | | Lantheus Holdings, Inc. | Veracyte, Inc. | | Myriad Genetics, Inc. | |

  50. Compensation Peer Groups and Peer Selection Process

    In addition to the criteria above, the Compensation Committee also referenced general and specific industry surveys from other sources. The market data are used as a reference point and to provide information on the range of competitive pay levels and current compensation practices in our industry. We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2024. Consistent with best practices for corporate governance, the Compensation Committee will review our peer group annually.

  51. 2024 Components in General

    | 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. |

  52. 2024 Components in General

    | 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. |

  53. Base Salary

    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:

  54. Base Salary

    | (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. |

  55. Annual Incentive Plan

    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 only pre-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.

  56. Annual Incentive Plan

    | 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 |

  57. Annual Incentive Plan

    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:

  58. Annual Incentive Plan

    | • | 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. |

  59. Annual Incentive Plan

    | • | 25% related to the launch of the now-FDA-approved Shield product and device validation. |

  60. Annual Incentive Plan

    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.

  61. Annual Incentive Plan

    | • | 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. |

  62. Annual Incentive Plan

    | • | 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. |

  63. Annual Incentive Plan

    | • | 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. |

  64. Annual Incentive Plan

    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 for non-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:

  65. Annual Incentive Plan

    | 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% |

  66. Annual Incentive Plan

    | 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% |

  67. Annual Incentive Plan

    | (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. |

  68. Annual Incentive Plan

    | 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% |

  69. Annual Incentive Plan

    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 was at-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.

  70. Annual Incentive Plan

    | NEO | Base Salary ($)(1) | Target Opportunity as a Percentage of Base Salary (%) | Target Opportunity ($)(# of PSUs) | Achievement % | Total Approved Payout (# 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 |

  71. Annual Incentive Plan

    | (1) Amounts shown are the annual base salary amount or equivalent value in effect at year end. |

  72. Annual Incentive Plan

    | (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. |

  73. Annual Incentive Plan

    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 a one-time cash bonus of $25,000.

  74. Long-Term Incentives

    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.

  75. Long-Term Incentives

    | 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 |

  76. Long-Term Incentives

    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.

  77. Long-Term Incentives

    | • | The CAGR metric underscores the importance of consistent strong revenue growth over the 2024-2026 performance period. |

  78. Long-Term Incentives

    | • | 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. |

  79. Long-Term Incentives

    | ○ | 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. |

  80. Long-Term Incentives

    | • | 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. |

  81. Long-Term Incentives

    | 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) |

  82. Long-Term Incentives

    | (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. |

  83. Long-Term Incentives

    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) a one-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 the one-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 the pay-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 and at-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:

  84. Long-Term Incentives

    | 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 |

  85. Long-Term Incentives

    | (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. |

  86. Long-Term Incentives

    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 a one-year absolute revenue growth metric for 2024, the Compensation Committee established performance levels and potential payouts as follows:

  87. Long-Term Incentives

    | Less than 17% Revenue Growth (Threshold) | 17% Revenue Growth (Threshold) | 19% Revenue Growth (Target) | 21% Revenue Growth | 25% Revenue Growth (Maximum) | | No Payout | 50% Payout | 100% Payout | 150% Payout | 200% Payout |

  88. Long-Term Incentives

    Linear interpolation would be used to determine the achievement between levels. The Company’s 2024 revenue growth was 31%, resulting in 200% achievement for one-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.

  89. 2024 Option and RSU Grants

    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.

  90. 2024 Option and RSU Grants

    | 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 |

  91. 2024 Option and RSU Grants

    | (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. |

  92. 2024 Option and RSU Grants

    | (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. |

  93. 2024 Option and RSU Grants

    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 other non-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 and one-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 in mid-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.

  94. Leadership Transitions

    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 and one-year employee non-solicitation.

  95. Other Elements of Compensation

    | • | short-term and long-term disability insurance; and |

  96. Other Elements of Compensation

    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.

  97. Accounting Policies for Stock-Based Compensation

    Accounting Policies for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of performance stock units, stock options, and restricted stock units under our equity incentive award plans are accounted for under ASC Topic 718. Our Board or Committee will consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, the Compensation Committee may revise certain programs to appropriately align accounting expenses of equity awards with the overall executive compensation philosophy and objectives.

  98. Equity Granting Practices

    Equity Granting Practices Except in unusual and compelling circumstances, the Compensation Committee does not grant stock options or similar equity awards during periods in which there is material nonpublic information about our Company, including (i) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Compliance Policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Stock options may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

  99. Summary Compensation Table

    Summary Compensation Table

  100. Summary Compensation Table

    | Name and Principal Position | | Salary (1) ($) | Bonus (2) ($) | Stock Awards (1,3) ($) | Option Awards (4) ($) | Non-Equity Incentive Plan Compensation (1,5) ($) | All Other Compensation (6) ($) | Total ($) | | Helmy Eltoukhy (1) | 2024 | 1 | — | 11,600,028 | — | — | 13,421 | 11,613,450 | | Chairman and Co-Chief | 2023 | 1 | — | — | — | — | 11,590 | 11,591 | | Executive Officer | 2022 | 1 | — | — | — | — | 11,631 | 11,632 | | AmirAli Talasaz (1) | 2024 | 1 | — | 11,600,028 | — | — | 13,516 | 11,613,545 | | Co-Chief Executive Officer | 2023 | 1 | — | — | — | — | 26,414 | 26,415 | | | 2022 | 1 | — | — | — | — | 11,174 | 11,175 | | Michael Bell | 2024 | 535,000 | — | 1,565,068 | 1,078,577 | 412,500 | 15,726 | 3,606,871 | | Chief Financial Officer | 2023 | 482,000 | — | 1,851,413 | 1,453,305 | 327,375 | 9,900 | 4,123,993 | | | 2022 | 466,077 | — | 604,238 | 742,480 | 154,958 | 9,959 | 1,977,712 | | Darya Chudova | 2024 | 487,308 | 35,000 | 1,479,151 | 1,078,577 | 375,000 | 20,487 | 3,475,523 | | Chief Technology Officer | 2023 | 424,462 | — | 2,222,397 | 1,817,482 | 279,281 | 11,919 | 4,755,541 | | Terilyn Monroe | 2024 | 439,616 | — | 2,858,431 | 1,873,441 | 337,500 | 10,425 | 5,519,413 | | Chief People Officer | | | | | | | | | | John Saia | 2024 | 509,231 | — | 1,342,882 | 949,132 | 386,250 | 15,651 | 3,203,146 | | Chief Legal Officer | 2023 | 488,846 | — | 1,220,656 | 929,952 | 330,750 | 9,900 | 2,980,104 | | | 2022 | 466,154 | — | 2,385,451 | 3,006,043 | 148,177 | 12,853 | 6,018,678 |

  101. Summary Compensation Table

    | (1) In connection with the 2024 compensation arrangements entered into with Drs. Eltoukhy and Talasaz in March 2024, each received a base salary of $1 in cash and an Annual RSU Award of $800,000 in lieu of base salary. In addition, in lieu of an annual cash incentive opportunity, each received an Annual PSU Award with a target value of $800,000. Both the Annual RSU Award and Annual PSU Award are reported in the Stock Awards column. |

  102. Summary Compensation Table

    | (2) The amount shown in the Bonus column for 2024 reflects a $25,000 spot award in recognition of special achievement and a separate $10,000 achievement award for Dr. Chudova. |

  103. Summary Compensation Table

    | (3) The amounts shown in the Stock Awards column represent the aggregate grant date fair value of time-based RSUs and performance-condition PSUs, computed in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”), excluding the effect of estimated forfeitures. See Note 11 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating the amounts reported for the applicable year. Assuming the highest level of performance achieved for the performance shares unit awards granted in 2024, the maximum value of these awards would be as follows: Helmy Eltoukhy, $14,100,029; AmirAli Talasaz, $14,100,029; Michael Bell, $966,524; Darya Chudova, $773,210; Terilyn Monroe, $2,025,036; and John Saia, $773,210. |

  104. Summary Compensation Table

    | (4) The amounts shown in the Option Awards column represent the aggregate grant date fair value of stock options computed in accordance with Topic 718. Valuations of options were determined using the Black-Scholes option pricing model. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  105. Summary Compensation Table

    | (5) The amounts shown in the Non-Equity Incentive Plan Compensation column are comprised of amounts paid in respect of our annual incentive plan, as determined by the Compensation Committee in accordance with the plan and the awards thereunder. Payments pursuant to the annual incentive plan are generally made early in the year following the year in which they are earned. As described in Note 1, each of Drs. Eltoukhy and Talasaz received Annual PSU Awards in lieu of a cash payment opportunity under the annual incentive plan. The Annual PSU Awards earned for each of the Co-CEOs is disclosed in the Outstanding Equity at Fiscal Year End Table as Shares or Units That Have Not Vested. |

  106. Summary Compensation Table

    | (6) For all named executive officers other than the Co-CEOs the amounts shown include $10,350 in matching contributions to the Company’s 401(k) plan. |

  107. 2024 Grants of Plan Based Awards Table

    2024 Grants of Plan Based Awards Table

  108. 2024 Grants of Plan Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (4) (#) | All Other Option Awards: Number of Securities Underlying Options (5) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (6) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Helmy Eltoukhy (2) | | | — | — | — | — | — | — | — | — | — | — | | | 3/18/2024 | | — | — | — | 1,146 | 45,846 | 91,692 | — | — | — | 800,013 | | | 3/18/2024 | | — | — | — | 107,450 | 286,533 | 716,333 | — | — | — | 5,000,001 | | | 3/18/2024 | | — | — | — | — | — | — | 45,846 | — | — | 800,013 | | | 3/18/2024 | | — | — | — | — | — | — | 286,533 | — | — | 5,000,001 | | AmirAli Talasaz (2) | | | — | — | — | — | — | — | — | — | — | — | | | 3/18/2024 | | — | — | — | 1,146 | 45,846 | 91,692 | — | — | — | 800,013 | | | 3/18/2024 | | — | — | — | 107,450 | 286,533 | 716,333 | — | — | — | 5,000,001 | | | 3/18/2024 | | — | — | — | — | — | — | 45,846 | — | — | 800,013 | | | 3/18/2024 | | — | — | — | — | — | — | 286,533 | — | — | 5,000,001 | | Michael Bell | | | 6,875 | 275,000 | 550,000 | — | — | — | — | — | — | — | | | 2/26/2024 | 2/15/2024 | — | — | — | 3,999 | 21,329 | 47,990 | — | — | — | 429,566 | | | 11/8/2024 | | — | — | — | — | — | — | 39,689 | — | — | 1,135,502 | | | 11/8/2024 | | — | — | — | — | — | — | — | 59,534 | 28.61 | 1,078,577 | | Darya Chudova | | | 6,250 | 250,000 | 500,000 | — | — | — | — | — | — | — | | | 2/26/2024 | 2/15/2024 | — | — | — | 3,199 | 17,063 | 38,392 | — | — | — | 343,649 | | | 11/8/2024 | | — | — | — | — | — | — | 39,689 | — | — | 1,135,502 | | | 11/8/2024 | | — | — | — | — | — | — | — | 59,534 | 28.61 | 1,078,577 | | Terilyn Monroe | | | 5,625 | 225,000 | 450,000 | — | — | — | — | — | — | — | | | 2/26/2024 | 2/15/2024 | — | — | — | 8.379 | 44,688 | 100,548 | — | — | — | 900,016 | | | 2/26/2024 | 2/15/2024 | — | — | — | — | — | — | 52,136 | — | — | 1,050,019 | | | 2/26/2024 | 2/15/2024 | — | — | — | — | — | — | — | 78,204 | 20.14 | 1,010,583 | | | 11/8/2024 | | — | — | — | — | — | — | 31,751 | — | — | 908,396 | | | 11/8/2024 | | — | — | — | — | — | — | | 47,627 | 28.61 | 862,858 | | John Saia | | | 6,438 | 257,500 | 515,000 | — | — | — | — | — | — | — | | | 2/26/2024 | 2/15/2024 | — | — | — | 3,199 | 17,063 | 38,392 | — | — | — | 343,649 | | | 11/8/2024 | | — | — | — | — | — | — | 34,926 | — | — | 999,233 | | | 11/8/2024 | | — | — | — | — | — | — | — | 52,389 | 28.61 | 949,132 |

  109. 2024 Grants of Plan Based Awards Table

    | (1) The amounts disclosed in these columns reflect the threshold, target and maximum annual cash incentive opportunities of our NEOs for 2024. The amounts of the annual cash incentive opportunities depend on the eligible annual base salary in effect at year end for each NEO. Below threshold performance on the financial metrics results in 0% payout. However, the Operational Performance Component and employee engagement metrics do not establish quantifiable threshold performance and thus payout for those metrics could be as little as 1%. See “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Plan” for a detailed description of annual incentive plan awards, including the criteria for determining the amounts payable. Actual 2024 annual incentive plan results are reported in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. The payout on the achievement of threshold performance is 50% of the target for the particular element of the annual cash incentive, including for the employee engagement component, and the maximum award is 200% of target. Linear interpolation is used to determine the applicable payout amount between threshold and target and between target and maximum. |

  110. 2024 Grants of Plan Based Awards Table

    | (2) Drs. Eltoukhy and Talasaz were awarded 45,846 PSUs in lieu of an opportunity for cash payment under the annual incentive plan. These PSUs are subject to the same performance conditions and vest when the annual cash incentives are paid to the other NEOs. |

  111. 2024 Grants of Plan Based Awards Table

    | (3) The amounts disclosed in these columns reflect the threshold, target and maximum performance-based equity award opportunities (PSUs) of our NEOs for 2024. In addition to the PSUs described in footnote 2, Drs. Eltoukhy and Talasaz were each awarded 286,533 PSUs that vest in March 2027 subject to continued service and the attainment of three-year performance objectives associated with the award. For the other NEOs, one half of the PSUs vest in March 2027 subject to the NEO’s continued service and attainment of the three-year performance objectives associated with that portion of the award. The other half of the PSUs vest in equal portions in March 2025, January 2026, and January 2027 subject to the NEOs continued service and the attainment of the one-year performance objective associated with that portion of the award. See “Compensation Discussion and Analysis—Compensation Program Components—Long-Term Incentive 2024—PSU Grants” for a detailed description of these awards, including the criteria for vesting. |

  112. 2024 Grants of Plan Based Awards Table

    | (4) Amounts disclosed in this column reflect the number of RSUs granted to our NEOs in 2024. The RSUs generally vest over three years; one-third of the RSUs will vest on the first anniversary of the vesting commencement date, and 1/12th of the shares subject to the RSU vest on each quarterly anniversary thereafter, subject to the NEO’s continued service. Separate from the regular annual grants, Drs. Eltoukhy and Talasaz each were awarded 45,846 RSUs in lieu of receiving cash salary. These RSUs vested quarterly during 2024. One-third of the RSUs granted to Ms. Monroe on February 26, 2024 vest in January 2025, 2026, and 2027. |

  113. 2024 Grants of Plan Based Awards Table

    | (5) Amounts disclosed in this column reflect the number of stock options granted to our NEOs in 2024. The options generally vest one-third on the first anniversary of the vesting commencement date, and monthly thereafter at a rate of one thirty-sixth (1/36) per month over the next two years, subject to continued service. |

  114. 2024 Grants of Plan Based Awards Table

    | (6) The amounts shown in this column represent the aggregate grant date fair value of the award, computed in accordance with FASB Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures. |

  115. 2024 Outstanding Equity at Fiscal Year End Table

    | | | | Option Awards | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (3) (#) | Market Value of Shares or Units That Have Not Vested (4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) ($) | | Name | Award Type | Grant Date | Exercisable (1) (#) | Unexercisable (2) (#) | | | | | | | | Helmy Eltoukhy | Options | 7/14/2017 | 511,612 | — | 4.18 | 7/14/2027 | — | — | — | — | | | RSUs | 3/18/2024(7) | — | — | — | — | 286,533 | 8,753,583 | — | — | | | PSUs | 3/18/2024(8) | — | — | — | — | 68,769 | 2,100,893 | — | — | | | PSUs | 3/18/2024(9) | — | — | — | — | — | — | 286,533 | 8,753,583 | | AmirAli Talasaz | Options | 7/14/2017 | 283,829 | — | 4.18 | 7/14/2027 | — | — | — | — | | | RSUs | 3/18/2024(7) | — | — | — | — | 286,533 | 8,753,583 | — | — | | | PSUs | 3/18/2024(8) | — | — | — | — | 68,769 | 2,100,893 | — | — | | | PSUs | 3/18/2024(9) | — | — | — | — | — | — | 286,533 | 8,753,583 | | Michael Bell | Options | 5/4/2021(10) | 25,915 | 552 | 148.19 | 5/4/2031 | — | — | — | — | | | Options | 5/9/2022(10) | 27,946 | 11,508 | 30.63 | 5/9/2032 | — | — | — | — | | | Options | 6/9/2023(11) | 18,168 | 18,351 | 32.86 | 6/9/2033 | — | — | — | — | | | Options | 12/13/2023(11) | 14,401 | 22,925 | 28.37 | 12/13/2033 | — | — | — | — | | | Options | 11/8/2024(11) | — | 59,534 | 28.61 | 11/8/2034 | — | — | — | — | | | RSUs | 5/4/2021(12) | — | — | — | — | 3,309 | 101,090 | — | — | | | RSUs | 5/9/2022(13) | — | — | — | — | 6,165 | 188,341 | — | — | | | RSUs | 6/9/2023(7) | — | — | — | — | 12,234 | 373,749 | — | — | | | RSUs | 12/13/2023(7) | — | — | — | — | 16,673 | 509,360 | — | — | | | RSUs | 11/8/2024(7) | — | — | — | — | 39,689 | 1,212,499 | — | — | | | PSUs | 5/4/2021(14) | — | — | — | — | 6,617 | 202,149 | — | — | | | PSUs | 6/7/2023(15) | — | — | — | — | 10,520 | 321,386 | 5,259 | 160,662 | | | PSUs | 2/26/2024(16) | — | — | — | — | 21,328 | 651,570 | 10,665 | 325,816 | | Darya Chudova | Options | 3/30/2018 | 4,328 | — | 4.6625 | 3/30/2028 | — | — | — | — | | | Options | 8/22/2018 | 2,356 | — | 8.80 | 8/22/2028 | — | — | — | — | | | Options | 8/1/2019 | 17,442 | — | 94.47 | 8/1/2029 | — | — | — | — | | | Options | 11/2/2021(10) | 8,206 | 1,894 | 117.61 | 11/2/2031 | — | — | — | — | | | Options | 11/7/2022(10) | 23,212 | 19,642 | 47.20 | 11/7/2032 | — | — | — | — | | | Options | 8/7/2023(10) | 20,675 | 31,557 | 37.50 | 8/7/2033 | — | — | — | — | | | Options | 12/13/2023(11) | 11,521 | 18,340 | 28.37 | 12/13/2033 | — | — | — | — | | | Options | 11/8/2024(11) | — | 59,534 | 28.61 | 11/8/2034 | — | — | — | — | | | RSUs | 11/2/2021(13) | — | — | — | — | 947 | 28,931 | — | — | | | RSUs | 11/7/2022(13) | — | — | — | — | 10,714 | 327,313 | — | — | | | RSUs | 8/7/2023(12) | — | — | — | — | 26,116 | 797,844 | — | — | | | RSUs | 12/13/2023(7) | — | — | — | — | 13,338 | 407,476 | — | — | | | RSUs | 11/8/2024(7) | — | — | — | — | 39,689 | 1,212,499 | — | — | | | PSUs | 11/4/2020(14) | | — | — | — | 21,863 | 667,915 | — | — | | | PSUs | 6/7/2023(15) | | — | — | — | 10,714 | 327,313 | 5,357 | 163,656 | | | PSUs | 2/26/2024(16) | — | — | — | — | 17,062 | 521,244 | 8,532 | 260,653 | | Terilyn Monroe | Options | 2/26/2024(11) | — | 78,204 | 20.14 | 2/26/2034 | — | — | — | — | | | Options | 11/8/2024(11) | — | 47,627 | 28.61 | 11/8/2034 | — | — | — | — | | | RSUs | 2/26/2024(17) | — | — | — | — | 52,136 | 1,592,755 | — | — | | | RSUs | 11/8/2024(7) | — | — | — | — | 31,751 | 969,993 | — | — | | | PSUs | 2/26/2024(16) | — | — | — | — | 44,688 | 1,365,218 | 22,344 | 682,609 | | John Saia | Options | 7/22/2020 | 24,824 | | 82.83 | 7/22/2030 | — | — | — | — | | | Options | 11/2/2021(10) | 6,839 | 1,579 | 117.61 | 11/2/2031 | — | — | — | — | | | Options | 8/8/2022(10) | 40,364 | 20,184 | 54.50 | 8/8/2032 | — | — | — | — | | | Options | 11/7/2022(10) | 16,881 | 14,285 | 47.20 | 11/6/2032 | — | — | — | — | | | Options | 6/9/2023(11) | 9,084 | 9,176 | 32.86 | 6/9/2033 | — | — | — | — | | | Options | 12/13/2023(11) | 11,521 | 18,340 | 28.37 | 12/13/2033 | — | — | — | — | | | Options | 11/8/2024(11) | — | 52,389 | 28.61 | 11/8/2034 | — | — | — | — | | | RSUs | 11/2/2021(13) | — | — | — | — | 790 | 24,135 | — | — | | | RSUs | 8/8/2022(12) | — | — | — | — | 15,137 | 462,435 | — | — | | | RSUs | 11/7/2022(13) | — | — | — | — | 7,792 | 238,046 | — | — | | | RSUs | 6/9/2023(7) | — | — | — | — | 6,117 | 186,874 | — | — | | | RSUs | 12/13/2023(7) | — | — | — | — | 13,338 | 407,476 | — | — | | | RSUs | 2/26/2024(7) | — | — | — | — | 34,926 | 1,066,989 | — | — | | | PSUs | 6/7/2023(15) | — | — | — | — | 7,792 | 238,046 | 3,896 | 119,023 | | | PSUs | 2/26/2024(16) | — | — | — | — | 17,062 | 521,244 | 8,532 | 260,653 |

  116. 2024 Outstanding Equity at Fiscal Year End Table

    | (2) Amounts in this column reflect the number of options granted to our NEOs that were subject to time-based vesting that had not vested as of December 31, 2024. See “Potential Payments Upon Termination or Change in Control” for information on the treatment of unvested options upon death, disability, termination or change in control. |

  117. 2024 Outstanding Equity at Fiscal Year End Table

    | (3) Amounts in this column reflect the number of unvested RSUs and earned but unvested PSUs that were subject to time-based vesting and that had not vested as of December 31, 2024. See “Potential Payments Upon Termination or Change in Control” for information about the treatment of RSUs and PSUs upon death, disability, termination or change in control. |

  118. 2024 Outstanding Equity at Fiscal Year End Table

    | (4) Amounts in this column reflect the market value of unvested RSUs and earned but unvested PSUs using the closing price of a share of our common stock as reported on Nasdaq on December 31, 2024, the last trading day of the year, multiplied by the number of shares underlying each award. |

  119. 2024 Outstanding Equity at Fiscal Year End Table

    | (5) Amounts in this column reflect the number of unearned and unvested PSUs that are subject to performance-based vesting conditions as of December 31, 2024. See “Potential Payments Upon Termination or Change in Control” for information about the treatment of unvested RSUs and PSUs upon death, disability, termination or change in control. |

  120. 2024 Outstanding Equity at Fiscal Year End Table

    | (6) Amounts in this column reflect the market value of the unearned and unvested PSUs using the closing price of a share of our common stock as reported on Nasdaq on December 31, 2024, the last trading day of the year, multiplied by the number of shares underlying each award. |

  121. 2024 Outstanding Equity at Fiscal Year End Table

    | (7) 1/3rd of the shares subject to the RSU agreement will vest (or, if applicable, vested) on the one-year anniversary of the vesting commencement date, and 1/12th of the shares subject to the RSU agreement will vest quarterly thereafter, subject to the NEOs continued service. |

  122. 2024 Outstanding Equity at Fiscal Year End Table

    | (8) The “number of shares or units that have not vested” represent PSUs earned at the completion of the 2024 performance period. They vested in March 2025 at the same time the cash annual incentives were paid to NEOs. |

  123. 2024 Outstanding Equity at Fiscal Year End Table

    | (9) The numbers shown as Equity Incentive Plan Awards reflect the number of PSUs that remain subject to performance-based vesting conditions as of December 31, 2024, which will be distributed if specified performance conditions are attained during the performance period (ending December 31, 2026) and will vest on March 1, 2027, subject to the NEO’s continued employment with us to the vesting date. See “Potential Payments Upon Termination or Change in Control” for information about the treatment of PSUs upon death, disability, termination or change in control. |

  124. 2024 Outstanding Equity at Fiscal Year End Table

    | (12) 1/4th of the shares subject to the RSU agreement will vest (or, if applicable, vested) on each anniversary of the vesting commencement date, subject to the NEO’s continued service. |

  125. 2024 Outstanding Equity at Fiscal Year End Table

    | (13) 1/4th of the shares subject to the RSU agreement will vest (or, if applicable, vested) on the one-year anniversary of the vesting commencement date, and 1/16th of the shares subject to the RSU will vest quarterly thereafter, subject to the NEO’s continued service. |

  126. 2024 Outstanding Equity at Fiscal Year End Table

    | (14) The amounts shown reflect the number of earned PSUs that were previously subject to specified financial and product development-related performance conditions that were attained |

  127. 2024 Outstanding Equity at Fiscal Year End Table

    | and are further subject to the NEO’s continued employment with us through February 1, 2025. See “Potential Payments Upon Termination of Change in Control” for information about the treatment of PSUs upon death, disability, termination or change in control. |

  128. 2024 Outstanding Equity at Fiscal Year End Table

    | (15) The amounts shown in the “Number of Shares or Units That Have Not Vested” represent PSUs earned at the completion of the 2023 performance period that will vest on or before March 15, 2026, subject to the NEO’s continued employment with us through December 31, 2025. The numbers shown as Equity Incentive Plan Awards reflect the number of PSUs that remain subject to performance-based vesting conditions as of December 31, 2024, which will be distributed if specified performance conditions are attained during the performance period (ending December 31, 2025) and will vest on March 15, 2026, subject to the NEO’s continued employment with us to the vesting date. See “Potential Payments Upon Termination or Change in Control” for information about the treatment of PSUs upon death, disability, termination or change in control. |

  129. 2024 Outstanding Equity at Fiscal Year End Table

    | (16) The “Number of Shares or Units That Have Not Vested” represent PSUs earned at the completion of the 2024 performance period. 1/3rd of these earned PSUs will vest on March 1, 2025, January 1, 2026 and January 1, 2027 subject to the NEO’s continued employment with us. The numbers shown as Equity Incentive Plan Awards reflect the number of PSUs that remain subject to performance-based vesting conditions as of December 31, 2024, which will be distributed if specified performance conditions are attained during the performance period (ending December 31, 2026) and will vest on March 1, 2027, subject to the NEO’s continued employment with us to the vesting date. See “Potential Payments Upon Termination or Change in Control” for information about the treatment of PSUs upon death, disability, termination or change in control. |

  130. 2024 Outstanding Equity at Fiscal Year End Table

    | (17) 1/3rd of the RSUs granted vest in January of 2025, 2026 and 2027, subject to the NEO’s continued service. |

  131. 2024 Options Exercised and Stock Vested

    2024 Options Exercised and Stock Vested

  132. 2024 Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (2) (#) | Value Realized on Vesting (3) ($) | | Helmy Eltoukhy | 200,000 | 2,940,000 | 45,846 | 1,180,542 | | AmirAli Talasaz | 283,830 | 4,087,152 | 45,846 | 1,180,542 | | Michael Bell | — | — | 28,563 | 764,902 | | Darya Chudova | 6,626 | 97,734 | 34,559 | 833,529 | | Terilyn Monroe | — | — | — | — | | John Saia | — | — | 29,118 | 655,579 |

  133. 2024 Options Exercised and Stock Vested

    | (1) The amounts shown in this column reflect the value realized upon exercising options for each named executive officer, as calculated based on the price of a share of our common stock on the exercise date less the exercise price per option exercised, multiplied by the number of options exercised on the exercise date. |

  134. 2024 Options Exercised and Stock Vested

    | (2) The amounts shown in this column represent the number of RSUs that vested for each named executive officer during 2024. |

  135. 2024 Options Exercised and Stock Vested

    | (3) The amounts shown in this column reflect the value realized upon vesting of the RSUs for each named executive officer, as calculated based on the price of a share of our common stock on the vesting date, multiplied by the number of shares underlying each award on the vesting date. |

  136. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Upon a termination of employment, or upon a change in control of Guardant Health, the Company maintains certain arrangements, guidelines, plans and programs pursuant to which our NEOs could be eligible to receive certain cash severance, equity vesting and other benefits. The amounts that the NEOs could receive are set forth below for the following types of termination of employment:

  137. Potential Payments Upon Termination or Change in Control

    | • | Termination without cause or by executive for good reason not in connection with a change in control; |

  138. Potential Payments Upon Termination or Change in Control

    | • | Termination without cause or by executive for good reason within a specified time period around a change in control; and |

  139. Potential Payments Upon Termination or Change in Control

    | • | Death or disability. |

  140. Potential Payments Upon Termination or Change in Control

    Executive Severance Plan In September 2018, our Board adopted the Guardant Health, Inc. Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan was amended and restated in 2024. The material terms and conditions of the amended and restated Executive Severance Plan (the “Severance Plan”) as they relate to the Company’s named executive officers (the “executives”) are the same as in the prior Executive Severance Plan, except as noted below. The Severance Plan provides for the payment of certain severance and other benefits to participants according to their participant tier in the event of a qualifying termination of employment with us. Drs. Eltoukhy and Talasaz are designated as “Tier 1” participants. Messrs. Bell and Saia and Dr. Chudova and Ms. Monroe are designated as “Tier 2” participants. Severance Not in Connection with a Change in Control. Under the Severance Plan, in the event of a termination of a participant’s employment by us without “Cause” or by the participant for “Good Reason,” in either case, more than three months prior to or more than one year after “a change in control” (as defined in the Severance Plan), the participant will be eligible to receive the following benefits:

  141. Potential Payments Upon Termination or Change in Control

    | • | “Tier 1” and “Tier 2” participants: |

  142. Potential Payments Upon Termination or Change in Control

    | ○ | 12 months annual base salary, payable in a lump sum (but see below under “Eltoukhy and Talasaz Award Agreements” for the treatment for the Tier 1 participants who receive an annual RSU award in lieu of cash salary); |

  143. Potential Payments Upon Termination or Change in Control

    | ○ | annual target performance bonus for the year in which the termination occurs, pro-rated to reflect the executive’s partial year of employment (but see below under “Eltoukhy and Talasaz Award Agreements” for the treatment of the Tier 1 participants who receive an annual PSU award in lieu of an annual cash performance bonus opportunity); and |

  144. Potential Payments Upon Termination or Change in Control

    | ○ | Company-paid COBRA premium payments for the participant and his or her covered dependents for up to 12 months. |

  145. Potential Payments Upon Termination or Change in Control

    Severance in Connection with a Change in Control. If the executive experiences a qualifying termination within the period beginning three months prior to a change in control and ending on the one-year anniversary of such change in control (a “CIC Termination”), the executive will be eligible to receive the following:

  146. Potential Payments Upon Termination or Change in Control

    | • | “Tier 1” participants: |

  147. Potential Payments Upon Termination or Change in Control

    | ○ | 24 months annual base salary, payable in a lump sum; |

  148. Potential Payments Upon Termination or Change in Control

    | ○ | an annual target performance bonus for the year in which the termination occurs; |

  149. Potential Payments Upon Termination or Change in Control

    | ○ | 24 months Company-paid COBRA premium payments for the executive and the executive’s covered dependents; and |

  150. Potential Payments Upon Termination or Change in Control

    | ○ | each outstanding Company equity award held by the executive will vest in full (with any performance goals deemed achieved at the greater of (i) the target level of performance and (ii) the Company’s achievement of the applicable performance goals as of the change in control). |

  151. Potential Payments Upon Termination or Change in Control

    | • | “Tier 2” participants: |

  152. Potential Payments Upon Termination or Change in Control

    | ○ | 18 months annual base salary, payable in a lump sum |

  153. Potential Payments Upon Termination or Change in Control

    | ○ | an annual target performance bonus for the year in which the termination occurs; |

  154. Potential Payments Upon Termination or Change in Control

    | ○ | 18 months Company-paid COBRA premium payments for the executive and the executive’s covered dependents; and |

  155. Potential Payments Upon Termination or Change in Control

    | ○ | each outstanding Company equity award held by the executive will vest in full (with any performance goals deemed achieved at the greater of (i) the target level of performance and (ii) the Company’s achievement of the applicable performance goals as of the change in control). |

  156. Potential Payments Upon Termination or Change in Control

    Any participant’s right to receive the severance payments and benefits described above is subject to his or her delivery and, as applicable, non-revocation of a general release of claims in our favor, and his or her continued compliance with any applicable restrictive covenants. In addition, in the event that any payment under the Severance Plan, together with any other amounts paid to the participant by us, would subject such participant to an excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for the participant. For purposes of the Severance Plan, “Cause” generally means the occurrence of any one or more of the following events unless, to the extent capable of correction, the Participant fully corrects the circumstances constituting Cause within 15 days after receipt of written notice thereof: (i) the Participant’s willful failure to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or any such actual or anticipated failure after his or her issuance of a notice of termination for Good Reason), after a written demand for performance is delivered to the Participant by the Committee, which demand specifically identifies the manner in which the Committee believes that the Participant has not performed his or her duties; (ii) the Participant’s commission of an act of fraud or material dishonesty resulting in reputational, economic or financial injury to the Company; (iii) the Participant’s material misappropriation or embezzlement of the property of the Company or any of its affiliates; (iv) the Participant’s commission of, including any entry by the Participant of a guilty or no contest plea to, a felony (other than a traffic violation) or other crime involving moral turpitude, or the Participant’s commission of unlawful harassment or discrimination; (v) the Participant’s willful misconduct or gross negligence with respect to any material aspect of the Company’s business or a material breach by the Participant of his or her fiduciary duty to the Company, which willful misconduct, gross negligence or material breach has a material and demonstrable adverse effect on the Company; or the Participant’s material breach of either the Participant’s obligations under a written agreement between the Company and the Participant or a Company policy. For purposes of the Severance Plan, “Good Reason” generally means the occurrence of any one or more of the following events without the Participant’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a material diminution in the Participant’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Participant; (ii) the Company’s material reduction of the Participant’s Base Compensation, as the same may be increased from time to time, other than as a result of a proportionate, across-the-board reduction of base compensation payable to similarly situated employees of the Participant; or (iii) a material change in the geographic location at which the Participant performs his or her principal duties for the Company to a new location that is more than 30 miles from the location at which the Participant performs his or her principal duties for the Company as of the date on which the Participant first becomes a Participant in the Plan. Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (i) the Participant provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within 90 days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason, (ii) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (iii) the effective date of the Participant’s termination for Good Reason occurs no later than 60 days after the expiration of the Company’s cure period. Eltoukhy and Talasaz Award Agreements As previously disclosed, Helmy Eltoukhy, our Chairman and Co-Chief Executive Officer, and AmirAli Talasaz, our Co-Chief Executive Officer (each, a “Co-CEO”) receive annual restricted stock unit (“RSU”) and performance restricted stock unit (“PSU”) awards in lieu of their annual salary and annual bonus opportunity (the “Annual RSU Award” and “Annual PSU Award”, respectively). To the extent a Co-CEO receives an Annual RSU Award and Annual PSU Award for the year in which a qualifying termination occurs, (i) the salary severance described above will be reflected in accelerated vesting of the Annual RSU Award, and any additional salary severance will be paid in cash and (ii) the bonus severance described above will be reflected in accelerated vesting of the Annual PSU Award at target or pro-rated target, as applicable. In addition, upon a Non-CIC Termination, each outstanding Company equity award held by the Co-CEOs other than the Annual RSU Award and Annual PSU Award will service-vest as to the portion of the award that would have service-vested over the one-year period following the termination date had the Co-CEO remained in continuous service during such one-year period. However, any performance-based equity awards will vest only if the service-based condition with respect to such award is deemed satisfied following the application of this forward-vesting treatment (and any performance-based goals will be deemed achieved at the target level). As described above, after there being no grants in 2021, 2022 or 2023, the Company’s 2024 long-term incentive equity grants are the only compensatory equity grants currently held by the Co-CEOs and the only equity vehicles currently providing performance and retention incentives, except for outstanding 2017 option grants. The award agreement for the Annual PSU Award granted to the Co-CEOs in 2024 provides that, upon a CIC Termination, the award will vest as to 200% of the target number of PSUs. The award agreements for each Co-CEO’s 2024 long-term RSU award and long-term PSU award provide the following benefits, which supersede the description of the Severance Plan in the following scenarios:

  157. Potential Payments Upon Termination or Change in Control

    | • | If a Non-CIC Termination or a CIC Termination occurs on or prior to December 31, 2025, then the long-term RSU award will vest in full. |

  158. Potential Payments Upon Termination or Change in Control

    | • | If a Non-CIC Termination occurs on or prior to December 31, 2025, then the long-term PSU award will vest based on the greater of (i) the target level of performance and (ii) the Company’s achievement of the applicable performance goals as of termination date. |

  159. Potential Payments Upon Termination or Change in Control

    | • | If a CIC Termination occurs on or prior to December 31, 2024, then the PSUs will vest as to 250% of the target number of PSUs; if a CIC Termination occurs in 2025, then the PSUs will vest based on the greater of (i) 150% of the target number of PSUs and (ii) the Company’s achievement of the applicable performance goals as of termination date. |

  160. Potential Payments Upon Termination or Change in Control

    Summary of Potential Payments upon Termination or Change in Control The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. In accordance with SEC rules, the potential payments upon termination or change in control do not include certain distributions or benefits to which the NEO is already entitled, including the value of equity awards that have already vested and distributions from qualified retirement plans. Since many factors (e.g., the time of year when the event occurs, our stock price) could affect the nature and amount of benefits an NEO could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the table below.

  161. Potential Payments Upon Termination or Change in Control

    | Name | Compensation Component | Change in Control ($) | Involuntary Termination In Connection With a Change in Control ($) | Termination without Cause or for Good Reason ($) | Death or Disability ($) | | Helmy Eltoukhy | | | | | | | | Cash Severance | — | 1,600,000(1) | 800,000(2) | — | | | Long Term Incentives | — | 33,438,731(3) | 19,608,059(4) | 10,854,476(5) | | | COBRA Premium Reimbursement | — | 94,955(6) | 47,478(7) | — | | | Total | — | 35,133,686 | 20,455,537 | 10,854,476 | | AmirAli Talasaz | | | | | | | | Cash Severance | — | 1,600,000(1) | 800,000(2) | — | | | Long Term Incentives | — | 33,438,731(3) | 19,608,059(4) | 10,854,476(5) | | | COBRA Premium Reimbursement | — | 94,955(6) | 47,478(7) | — | | | Total | — | 35,133,686 | 20,455,537 | 10,854,476 | | Michael Bell | | | | | | | | Cash Severance | — | 1,100,000(1) | 825,000(2) | — | | | Long Term Incentives | — | 4,212,095(3) | — | — | | | COBRA Premium Reimbursement | — | 71,216(6) | 47,478(7) | — | | | Total | — | 5,383,311 | 872,478 | — | | Darya Chudova | | | | | | | | Cash Severance | — | 1,000,000(1) | 750,000(2) | — | | | Long Term Incentives | — | 4,870,320(3) | — | — | | | COBRA Premium Reimbursement | — | 41,797(6) | 27,865(7) | — | | | Total | — | 5,912,117 | 777,865 | — | | Terilyn Monroe | | | | | | | | Cash Severance | — | 900,000(1) | 675,000(2) | — | | | Long Term Incentives | — | 5,517,075(3) | — | — | | | COBRA Premium Reimbursement | — | 50,676(6) | 33,784(7) | — | | | Total | — | 6,467,752 | 708,784 | — | | John Saia | | | | | | | | Cash Severance | — | 1,030,000(1) | 772,500(2) | — | | | Long Term Incentives | — | 3,524,920(3) | — | — | | | COBRA Premium Reimbursement | — | 70,755(6) | 47,170(7) | — | | | Total | — | 4,625,675 | 819,670 | — |

  162. Potential Payments Upon Termination or Change in Control

    | (1) Under the Company’s Executive Severance Plan, for Dr. Eltoukhy and Dr. Talasaz, if termination were to have occurred on the last day of the year, the amount is equal to twice the value of the “Annual RSU Award” granted in lieu of base salary for the year in which the termination occurs. For the other NEOs, amount is equal to the sum of 150% of the base salary in effect immediately prior to termination plus target annual incentive. |

  163. Potential Payments Upon Termination or Change in Control

    | (2) Under the Company’s Executive Severance Plan, for Dr. Eltoukhy and Dr. Talasaz, if termination were to have occurred on the last day of the year, the amount is equal to the value of the “Annual RSU Award” granted in lieu of base salary for the year in which termination occurs. For the other NEOs, amount is equal to the sum of 100% of the base salary in effect immediately prior to termination plus pro-rata target incentive. |

  164. Potential Payments Upon Termination or Change in Control

    | (3) Under the Company’s Executive Severance Plan, all unvested stock options, RSUs and earned PSUs, which vest based solely on the participant’s continued service with us or the passage of time, will vest. In addition, any unearned PSUs will vest assuming performance at the greater of target or actual performance. (As noted in the discussion above, however, under agreements applicable to the Co-CEOs, if the termination were to have occurred on the last day of the year, the earned “Annual PSUs” granted in 2024 to the Co-CEOs in lieu of annual cash incentive, however, will vest based on actual performance. The other PSUs granted to the Co-CEOs in 2024 would vest at 250% of target.) To the extent applicable, the amount shown includes the value of all unvested stock options based on the positive difference (if any) between the exercise price and the price of a share of our common stock as of December 31, 2024, the last trading day of the year ($30.55), plus the market value of all unvested RSUs and earned PSUs based on the price of a share of our common stock as of December 31, 2024, plus the market value of all unvested unearned PSUs based on achieving target performance and the price of a share of our common stock as of December 31, 2024. |

  165. Potential Payments Upon Termination or Change in Control

    | (4) Under the Company’s Executive Severance Plan, for Dr. Eltoukhy and Dr. Talasaz, all unvested stock options, RSUs and earned PSUs, which would vest based solely on the participant’s continued service with us during the one-year period following termination will vest. (As noted in the discussion above, however, under agreements applicable to the Co-CEOs, the RSUs and Annual PSUs granted in 2024 would fully vest. In addition, the unearned PSUs will vest assuming the greater of (i) the target level of performance and (ii) the Company’s achievement of the applicable performance goals as of the termination date.) The amount shown includes the market value of all unvested RSUs and PSUs based on the price of a share of our common stock as of December 31,2024 ($30.55). |

  166. Potential Payments Upon Termination or Change in Control

    | (5) Under the PSU agreements with the Co-CEOs, upon death, all earned PSUs vest at actual performance and unearned PSUs vest at the greater of target or performance achieved as of the date of termination. |

  167. Potential Payments Upon Termination or Change in Control

    | (6) Under the Company’s Executive Severance Plan, the amount is the Company’s reimbursement for the full amount of the COBRA premium payments for a 24-month period following termination for Dr. Eltoukhy and Dr. Talasaz, and for an 18-month period for the other NEOs. |

  168. Potential Payments Upon Termination or Change in Control

    | (7) Under the Company’s Executive Severance Plan, the amount is the Company’s reimbursement for the full amount of the COBRA premium payments for a 12-month period following termination for all NEOs. |

  169. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. Measurement Date We identified the median employee using our employee population on October 1, 2024 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Consistently Applied Compensation Measure Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of October 1, 2024: (i) annual base pay, (ii) annual target cash incentive opportunity, and (iii) the grant date fair value for equity awards granted in 2024. In identifying the median employee, we annualized the compensation values of individuals who joined our Company during 2024, other than temporary or seasonal employees. Methodology and Pay Ratio After applying our CACM methodology, we identified four median employees who were all newly hired in 2024. Due to the anomalous compensation characteristics of these median employees as new hires, we substituted an employee near the median whose compensation was considered more representative. Once the median employee was identified, we calculated the median employee’s annual total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee’s compensation in 2024, as calculated using Summary Compensation Table requirements, was $215,141. As disclosed in the Summary Compensation Table, the 2024 compensation was $11,613,450 for Dr. Eltoukhy and $11,613,545 for Dr. Talasaz. Therefore, using the highest-compensated of our Co-CEOs, the CEO Pay Ratio for 2024 is approximately 54:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  170. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  171. Pay Versus Performance

    | Year | Summary Compensation Table Total for Helmy Eltoukhy (1) ($) | Summary Compensation Table Total for AmirAli Talasaz (1) ($) | Compensation Actually Paid to Helmy Eltoukhy (1) (2) (3) ($) | Compensation Actually Paid to AmirAli Talasaz (1) (2) (3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) (3) ($) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ Millions) | Revenue (5) ($ Millions) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 11,613,450 | 11,613,545 | 15,045,202 | 15,045,297 | 3,951,238 | 5,196,364 | 39.10 | 118.20 | (436.4) | 739.0 | | 2023 | 11,591 | 26,415 | (4,228,364) | (4,213,540) | 4,344,931 | 2,870,807 | 34.62 | 118.87 | (479.4) | 563.9 | | 2022 | 11,632 | 11,175 | (68,726,853) | (68,727,310) | 3,895,818 | 538,306 | 34.81 | 113.65 | (654.6) | 449.5 | | 2021 | 13,665 | 13,271 | (30,979,967) | (30,980,361) | 5,016,617 | 3,923,973 | 128.00 | 126.45 | (384.8) | 373.7 | | 2020 | 113,870,986 | — | 196,429,143 | — | 29,791,305 | 51,705,986 | 164.93 | 126.42 | (246.3) | 286.7 |

  172. Pay Versus Performance

    | (1) Helmy Eltoukhy and AmirAli Talasaz were our PEOs in 2021, 2022, 2023, and 2024. Helmy Eltoukhy was our PEO in 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  173. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | | AmirAli Talasaz | Michael Bell | Michael Bell | Michael Bell | Michael Bell | | Derek Bertocci | Craig Eagle | Craig Eagle | Craig Eagle | Darya Chudova | | Michael Wiley | Christopher Freeman | Christopher Freeman | Christopher Freeman | Terilyn Monroe | | John Saia | John Saia | John Saia | Darya Chudova | John Saia | | | | | Ines Dahne-Steuber | |

  174. Pay Versus Performance

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  175. Pay Versus Performance

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with |

  176. Pay Versus Performance

    | FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  177. Pay Versus Performance

    | Year | Summary Compensation Table Total for Helmy Eltoukhy ($) | Exclusion of Stock Awards and Option Awards for Helmy Eltoukhy ($) | Inclusion of Equity Values for Helmy Eltoukhy ($) | Compensation Actually Paid to Helmy Eltoukhy ($) | | 2024 | 11,613,450 | (11,600,028) | 15,031,780 | 15,045,202 |

  178. Pay Versus Performance

    | Year | Summary Compensation Table Total for AmirAli Talasaz ($) | Exclusion of Stock Awards and Option Awards for AmirAli Talasaz ($) | Inclusion of Equity Values for AmirAli Talasaz ($) | Compensation Actually Paid to AmirAli Talasaz ($) | | 2024 | 11,613,545 | (11,600,028) | 15,031,780 | 15,045,297 |

  179. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,951,238 | (3,056,315) | 4,301,441 | 5,196,364 |

  180. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  181. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Helmy Eltoukhy ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Helmy Eltoukhy ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Helmy Eltoukhy ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Helmy Eltoukhy ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Helmy Eltoukhy ($) | Total - Inclusion of Equity Values for Helmy Eltoukhy ($) | | 2024 | 21,038,933 | — | 1,180,542 | — | (7,187,695) | 15,031,780 |

  182. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for AmirAli Talasaz ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for AmirAli Talasaz ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for AmirAli Talasaz ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for AmirAli Talasaz ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for AmirAli Talasaz ($) | Total - Inclusion of Equity Values for AmirAli Talasaz ($) | | 2024 | 21,038,933 | — | 1,180,542 | — | (7,187,695) | 15,031,780 |

  183. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 3,932,964 | 482,556 | — | (114,079) | — | 4,301,441 |

  184. Pay Versus Performance

    | (4) The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  185. Pay Versus Performance

    | (5) We determined revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. |

  186. Pay Versus Performance

    NEO Compensation Actually Paid and Company and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the NASDAQ Biotechnology Index TSR over the same period. NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years. NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our revenue during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.

  187. Pay Versus Performance

    | Revenue | | Adjusted EBITDA | | Gross Margin | | Relative TSR |

  188. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table sets forth the equity awards outstanding as of December 31, 2024 regarding compensation plans under which our equity securities are authorized for issuance:

  189. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants & Rights | Weighted-Average Exercise Price of Outstanding Options | Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in the First Column) | | Equity compensation plans approved by security holders (1) | 11,913,481 (2) | $33.57 (2) | 10,288,075 (3) | | Equity compensation plan not approved by security holders (4) | 1,029,204 (5) | $23.64 (5) | 3,916,766 (5) | | Total | 12,942,685 | $32.98 | 14,204,841 |

  190. EQUITY COMPENSATION PLAN INFORMATION

    | (1) Consists of the Amended and Restated 2012 Plan (the “2012 Plan”), the 2018 Plan and the 2018 Employee Stock Purchase Plan (the “ESPP”). We are no longer permitted to grant awards under the 2012 Plan. |

  191. EQUITY COMPENSATION PLAN INFORMATION

    | (2) Represents 6,263,380 outstanding RSUs, 1,290,684 outstanding performance-based RSUs granted at target, and 4,359,417 outstanding options and the weighted average exercise price of such outstanding options. Excludes shares subject to purchase under our ESPP offerings outstanding as of December 31, 2024 The unvested Founders’ 2020 Performance Awards were cancelled in March 2024, and the shares underlying such PSUs returned to the pool of available shares for future equity grants, which is not reflected in the table above. |

  192. EQUITY COMPENSATION PLAN INFORMATION

    | (3) Includes 8,079,498 shares available for issuance under the 2018 Plan and 2,208,577 shares reserved for issuance under the ESPP as of December 31, 2024. Assumes that the outstanding performance based RSUs are earned at target. |

  193. EQUITY COMPENSATION PLAN INFORMATION

    | (4) In August 2023, the Company’s Board of Directors adopted the 2023 Employment Inducement Incentive Award Plan or the (“2023 Plan”), under which the Company may exclusively grant awards to its new employees as an inducement material to the employee’s entry into employment with the Company. The 2023 Plan was approved by the Company’s Board of Directors without stockholder approval in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules. |

  194. EQUITY COMPENSATION PLAN INFORMATION

    | (5) Represents 756,871 outstanding RSUs, and 272,333 outstanding as of December 31, 2024. There are 3,916,766 shares available for issuance under the 2023 Plan as of December 31, 2024. |

  195. EQUITY COMPENSATION PLAN INFORMATION

    An aggregate of 3,658,602 shares of our common stock was initially available for issuance under awards granted pursuant to the 2018 Plan. In addition, the number of shares available for issuance under the 2018 Plan may be increased on January 1 of each calendar year beginning in 2019 and ending in 2028 by an amount equal to the least of (i) 3,689,000 shares, (ii) four percent of the shares of common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year, assuming the conversion of any shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants or other equity securities with respect to which shares have not actually been issued, and (iii) such smaller number of shares as determined by our Board. Effective as of January 1, 2025, the number of shares available for issuance under the 2018 Plan was increased by 3,689,000 shares, which is not reflected in the table above. A total of 922,250 shares of our common stock are initially reserved for issuance under our ESPP. In addition to the foregoing, on the first day of each calendar year beginning on January 1, 2019 and ending on and including January 1, 2028, the number of shares of our common stock available for issuance under the ESPP may be increased by the least of (i) 1,106,700 shares, (ii) 1% of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding calendar year, assuming the conversion of any shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants or other equity securities with respect to which shares have not actually been issued, and (iii) such smaller number of shares as determined by our Board. Effective as of January 1, 2025, the number of shares available for issuance under the ESPP was increased by 1,106,700 shares, which is not reflected in the table above. The maximum number of shares subject to purchase under our ESPP offerings outstanding on December 31, 2024 is 2,208,577. The purchase periods covering these offerings in 2025 are November 15, 2024 through May 14, 2025 and May 15, 2025 through November 15, 2025.