SEC Form DEF 14A filed by Guardant Health Inc.

3100 Hanover Street

Palo Alto, California 94304

April 29, 2025

Dear Guardant Stockholder:

We are pleased to invite you to attend the Guardant Health, Inc. 2025 Annual Meeting of Stockholders to be held on Wednesday, June 18, 2025, at 9:30 a.m. Pacific Time, virtually at www.virtualshareholdermeeting.com/GH2025.

The last year was a remarkable year of growth and execution for Guardant Health. We delivered more than 200,000 clinical tests and grew revenues 31% year over year in 2024, representing meaningful acceleration into 2025. A major milestone was achieved in 2024, with the FDA approval and commercial launch of Shield, which marked our first entry into the blood-based early cancer detection market starting with colorectal.

In Therapy Selection, our suite of tests demonstrated strong momentum with record volume and revenue, further reinforcing our market-leading position. This strength was fueled by major upgrades to our product portfolio. In June 2024, we introduced an upgraded Guardant360 TissueNext test featuring an expanded panel of clinically relevant biomarkers and meaningfully improved turnaround time. In July 2024, we announced the Guardant 360 LDT upgrade, which included a 9x expansion of reportable genes, including all actionable guidelines recommended biomarkers as well as emerging biomarkers not available in any other liquid biopsy test. Importantly, this upgrade introduced, for the first time, features enabled by our Smart Liquid Biopsy platform, positioning us well for the future.

Outside of the United States, we continued to make strong progress with our Royal Marsden partnership where NHS England is now testing a large portion of non-small cell lung cancer patients in the UK using our liquid biopsy platform. In September 2024, we announced a partnership with Policlinico Gemelli, one of the largest hospitals in Italy and one of Europe’s most established cancer centers, to create a dedicated in-house liquid biopsy test.

In Minimal Residual Disease, Reveal was once again our fastest-growing product. We published our key COSMOS study in August 2024 and subsequently submitted to Medicare for colorectal cancer surveillance reimbursement. We continued to make progress in other indications with the generation of breast cancer and IO monitoring data that we submitted for publication. Importantly, we implemented significant savings in Reveal cost per test as we exited the year, which dramatically improved its financial profile, positioning the product for greater future success.

In Biopharma, business accelerated meaningfully in 2024, driven by continued traction with our Smart Liquid Biopsy platform. We exited the year with over 180 cumulative partnerships and continue to believe that our biopharma business represents a strong positive leading indicator for our clinical business.

In Screening, we achieved multiple major milestones throughout the year, starting with the publication of our pivotal ECLIPSE study in the New England Journal of Medicine in March 2024. In late July 2024, we obtained FDA approval for Shield with a strong label as a primary screening option and we launched Shield nationally a few days later. Finally, in November 2024 we obtained favorable Medicare pricing for Shield. We were extremely encouraged by the execution of the commercial team and physician engagement during the first two quarters of launch. Additionally, we made progress towards the next version of Shield, which would potentially improve colorectal cancer detection, and we made key strides forward on our vision to have a blood test that can detect multiple cancers at early stages.

In summary, 2024 was a very strong year of business execution consistent with our long-term strategy with sales momentum across the business and multiple new product introductions setting the company up favorably for 2025 and beyond.

We hope that you will join us at our 2025 Annual Meeting of Stockholders on June 18, 2025. Your continuing interest in Guardant Health is very much appreciated.

Sincerely,

Helmy Eltoukhy

Chairperson of the Board of Directors

and Co-Chief Executive Officer

AmirAli Talasaz

Co-Chief Executive Officer

3100 Hanover Street

Palo Alto, California, 94304

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 18, 2025

To the Stockholders of Guardant Health, Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Guardant Health, Inc., a Delaware corporation, will be held on Wednesday, June 18, 2025, at 9:30 a.m. Pacific Time, virtually at www.virtualshareholdermeeting.com/GH2025.

The Annual Meeting will be held for the following purposes:

These matters are more fully described in our proxy materials accompanying this Notice.

We know of no other matters to come before the Annual Meeting. Only stockholders who owned shares of common stock of Guardant Health, Inc. at the close of business on April 21, 2025 are entitled to notice of and to vote on matters brought for vote at the Annual Meeting or at any postponements or adjournments thereof.

You are cordially invited to attend the meeting conducted via live webcast, by registering at www.virtualshareholdermeeting.com/GH2025. You will not be able to attend the Annual Meeting in person. Whether or not you expect to attend, the Board of Directors respectfully requests that you vote your shares of common stock in the manner described in this proxy statement. You may revoke your proxy in the manner described in this proxy statement at any time before it has been voted at the meeting. Regardless of the number of shares of common stock you own, as a stockholder your role is very important, and the Board of Directors strongly encourages you to exercise your right to vote.

By order of the Board of Directors of Guardant Health, Inc.,

John Saia

Chief Legal Officer and Corporate Secretary

Palo Alto, California

April 29, 2025

TABLE OF CONTENTS

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

General

Your proxy is solicited on behalf of the Board of Directors (the “Board”) of Guardant Health, Inc., a Delaware corporation (as used herein, “Guardant,” “Guardant Health,” “we,” “us” or “our”), for use at our 2025 annual meeting of stockholders (the “Annual Meeting”) to be held on Wednesday, June 18, 2025, at 9:30 a.m. Pacific Time, virtually at www.virtualshareholdermeeting.com/GH2025, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Annual Meeting and any other business properly brought before the Annual Meeting. Proxies are solicited to give all stockholders an opportunity to vote on matters properly presented at the Annual Meeting.

Virtual Annual Meeting. The Annual Meeting will be a virtual meeting of stockholders conducted via live audio webcast. You are invited to attend the Annual Meeting online. We believe that a virtual meeting provides expanded stockholder access and participation, as well as improved communications. You will be able to attend, vote and submit your questions online during the Annual Meeting. You will not be able to attend the Annual Meeting in person. Stockholders may attend the Annual Meeting online by logging onto www.virtualshareholdermeeting.com/GH2025 using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the voting instruction form provided by your broker, bank or other nominee.

Notice and Access Proxy Delivery. We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders of record, and paper copies of the proxy materials to certain other stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice to such beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. You can find instructions on how to request a printed copy by mail or electronically on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or about April 29, 2025, we intend to make this proxy statement available on the Internet and to commence mailing of the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this proxy statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who properly request paper copies of such materials, within three business days of such request.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Stockholder Meeting to be Held on June 18, 2025

Our proxy statement and 2024 Annual Report are available at www.proxyvote.com. This website address contains: the Notice of Annual Meeting, the proxy statement and proxy card sample, and the 2024 Annual Report. You will need your 16-digit control number that is included on your Notice, on your proxy card, or on the voting instruction form provided by your

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

Who Can Vote, Outstanding Shares

Record holders of our common stock as of the close of business on April 21, 2025, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting on all matters to be voted upon. As of the Record Date, there were 123,888,045 shares of our common stock outstanding. On each matter presented to our stockholders for vote, the holders of common stock are entitled to one vote per share held as of the Record Date.

Voting of Shares

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

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

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

General. The Internet and telephone voting facilities will close at 11:59 p.m. EDT on June 17, 2025. If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you vote by Internet or telephone, then you need not return a written proxy card by mail.

Voting at the Virtual Annual Meeting. To attend and vote at the Annual Meeting you need to access the meeting via live audio webcast at www.virtualshareholdermeeting.com/GH2025 using the 16-digit control number included on your Notice, on your proxy card or on the voting instruction form. Attendance at the Annual Meeting will not, by itself, result in any vote or revocation of a prior vote. You must follow the instructions at www.virtualshareholdermeeting.com/GH2025 to vote your shares at the Annual Meeting.

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

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

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

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

Revocation of Proxy

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

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

Guardant Health, Inc.

3100 Hanover Street

Palo Alto, California 94304

Attention: Corporate Secretary

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

Broker Non-Votes

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

Quorum and Votes Required

The inspector of elections appointed for the Annual Meeting will tabulate votes cast by proxy, telephone and via Internet at www.proxyvote.com as of 11:59 p.m. EDT on June 17, 2025. The inspector of elections will also tabulate votes cast at www.virtualshareholdermeeting.com/GH2025 during the Annual Meeting and will determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Annual Meeting, the holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting must be present or represented by proxy at the Annual Meeting. On the Record Date, there were 123,888,045 shares of common stock entitled to vote at the Annual Meeting. Shares that abstain from voting on any proposal, or that are represented by broker non-votes, will be treated as shares that are present and entitled to vote at the Annual Meeting for purposes of determining whether a quorum is present.

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

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

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

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

Vote Recommendation

Our Board of Directors unanimously recommends that you vote:

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Details Regarding the Virtual Annual Meeting

The Annual Meeting will be held virtually this year via live interactive audio webcast on the Internet. You will be able to attend, vote and submit your questions during the Annual Meeting by logging onto www.virtualshareholdermeeting.com/GH2025. You will not be able to attend the Annual Meeting in person.

Access to the Annual Meeting

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

Log-In Instructions

Instructions on how to connect to the Annual Meeting, participate and demonstrate proof of stock ownership are posted at www.virtualshareholdermeeting.com/GH2025. To participate in the Annual Meeting, you will need to log-in using the 16-digit control number on your Notice, proxy card or voting instruction form.

Technical Assistance

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

Submitting Questions at the Annual Meeting

Stockholders may submit questions and vote at www.virtualshareholdermeeting.com/GH2025 during the Annual Meeting. You will need to enter the 16-digit control number received with your Notice, proxy card or voting instruction form as proof of stock ownership in order to be able to submit questions and vote at our Annual Meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer the questions submitted during the Annual Meeting that are pertinent to us and that are submitted in accordance with the Rules of Conduct for the Annual Meeting, as time permits. The Rules of Conduct will be posted on the virtual meeting web portal. Substantially similar questions will be answered only once. To promote fairness, efficient use of our resources and to ensure all stockholder questions are able to be addressed, we will respond to no more than two questions from a single stockholder.

Solicitation of Proxies

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

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

Stockholder List

A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at our corporate headquarters for a period of no less than ten days ending on the day prior to the Annual Meeting date. Please contact our Corporate Secretary at [email protected] if you are interested in viewing the list.

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CORPORATE GOVERNANCE

Corporate Governance Focus and Stockholder Outreach

Over the course of the last few years, the Board has been actively engaged in a comprehensive review of its corporate governance practices and in taking steps to strengthen and enhance those practices in response to stockholder feedback. These steps have included increasing the size of the Board from eight to ten directors. In recent years, the Board made a number of meaningful enhancements to the Company’s corporate governance practices. In November 2023, for example, our Board approved and adopted our clawback policy, and, since 2023, we have published reports providing annual updates of our efforts across key environmental, social and governance topics.

We recognize the value of a robust stockholder outreach program. We engage in regular, constructive dialogue with our stockholders on matters relevant to our business, including corporate governance, executive compensation, strategy, environmental, social and governance issues, and human capital management. Since our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), we requested a meeting with our top 75 stockholders representing more than 96% of the Company’s outstanding shares of common stock. We engaged in a substantive dialogue with seven investors controlling over 30% of our outstanding shares in meetings with the Chair of our Compensation Committee, Chief Legal Officer and Senior Director, Corporate Legal.

Board Composition

The Board currently has ten members. The following provides summary information about each director and reflects their committee assignments as of April 29, 2025.

 Chair    Member

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

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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 resignation or removal. The term of one class expires at each annual meeting of stockholders.

Statistics for Directors

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

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

Board Skills of Directors

Senior Executive Leadership

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Other Public Company Board Experience

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Corporate Strategy / M&A

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Financial / Accounting or Audit Experience

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Healthcare Industry Experience

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Sales / Marketing Experience

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Risk Management and Compliance

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Sustainability and Corporate Responsibility

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Cybersecurity / Technology

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Global / International Experience

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Our Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for determining Board membership qualifications and for selecting, evaluating and recommending to the Board nominees for annual election to the Board and to fill vacancies as they arise. When considering whether directors and nominees have the experience, qualifications, attributes or skills to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Governance Committee and the Board evaluate each individual in the context of the Board as a whole, with the objective of assembling a team that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience, thought, backgrounds and cultures. Directors and nominees should have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. The Governance Committee maintains Director Qualification Standards for selecting nominees and for considering stockholder recommended nominees, which are included in this proxy statement as Appendix A. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the Board’s activities. Our directors possess a range of diverse skills, backgrounds, experience and viewpoints that we believe are integral to an effective board of directors. Detailed information about each individual’s qualifications, experience, skills and expertise along with select professional and community contributions can be found above and in the section entitled “Proposal 1: Election of Directors” in this proxy statement. We believe that our directors provide an appropriate mix of experience, diversity and skills relevant to the size and nature of our business.

The Governance Committee is mindful of the policies regarding board service of certain institutional investors and proxy advisory firms, which policies were developed due to concerns that “overboarded” directors face excessive time commitments and challenges in fulfilling their duties. Mr. Clark may be deemed “overboarded” under certain policies. Mr. Clark is not up for re-election this year. Nonetheless, the Governance Committee reviewed and considered the contributions of Mr. Clark to the Board and noted his strong attendance, preparedness and engagement at Board and committee meetings, and his valuable and extensive public company director experience and expertise. The Committee also noted Mr. Clark’s leadership as our Lead Independent Director.

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

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Director Independence

Our Governance Committee and our Board have undertaken a review of the Board’s composition, the composition of Board committees and the independence of each director. Based upon information concerning each director’s background, employment and affiliations, including family relationships, the Board has affirmatively determined that each of Ian Clark, Vijaya Gadde, Manuel Hidalgo Medina, Meghan Joyce, Steve Krognes, Roberto Mignone, Myrtle Potter and Musa Tariq is independent, as defined under the applicable listing requirements and rules of Nasdaq and the Securities and Exchange Commission (the “SEC”), and that each of them and their respective family members have no material relationship with us, commercial or otherwise, that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Drs. Eltoukhy and Talasaz were determined to not be independent due to their service as our Co-CEOs.

Board Leadership Structure

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

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

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

Corporate Governance Guidelines

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

Attendance by Members of the Board at Meetings

Our Board held ten meetings and acted by written consent five times during the year ended December 31, 2024. All of our incumbent directors attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of committees of the Board of which the incumbent director was a member. The membership of each standing committee in 2024 and the number of meetings held during 2024 are identified in the table below.

Currently, we do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that, absent compelling circumstances, each of our directors will attend our Annual Meeting. All of our directors attended our 2024 Annual Meeting.

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Executive Sessions

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

Board Committees

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

Audit Committee

Our Audit Committee currently consists of Steve Krognes, Meghan Joyce, Roberto Mignone and Myrtle Potter, with Mr. Krognes serving as chair. Our Board has determined that each of these directors is independent as defined by the applicable rules of the Nasdaq and the SEC, and that each member of the Audit Committee meets the financial literacy and experience requirements of the applicable SEC and Nasdaq rules. In addition, our Board has determined that each of Messrs. Clark, Krognes and Mignone, and Mses. Joyce and Potter is an “audit committee financial expert” as defined by the SEC.

Our Audit Committee charter requires that the Audit Committee oversee our corporate accounting and financial reporting processes. The primary responsibilities and functions of our Audit Committee are, among other things, as follows:

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Compensation Committee

Our Compensation Committee currently consists of Vijaya Gadde, Meghan Joyce and Myrtle Potter, with Ms. Gadde serving as chair. Our Board has determined that each of these directors is independent under Nasdaq rules and that each qualifies as a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Compensation Committee’s responsibilities include, among other things:

Since October 2019, the Compensation Committee has engaged Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), as independent compensation consultants to provide advice and guidance on the design of our executive compensation programs and

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practices. Aon attends Compensation Committee meetings when invited and meets with the Compensation Committee without management. Aon provides the Compensation Committee with third-party data and analysis as well as advice and expertise on competitive compensation practices and trends, executive compensation plans and program designs, and proposed executive and director compensation levels. Aon reports directly to the Compensation Committee and, as directed by the Compensation Committee, works with management and the chair of the Compensation Committee.

For 2024, Aon assisted the Compensation Committee as requested, including with the following:

In 2024, our Compensation Committee engaged Meridian Compensation Partners, LLC, an independent consultant (“Meridian”), to provide advice and consultation regarding market and peer group practices for the recent design change to our Co-CEO compensation program. Meridian reported directly to the Compensation Committee and, as directed by the Compensation Committee, worked with management and the chair of the Compensation Committee.

The Compensation Committee regularly reviews the services provided by its outside consultants, and it has assessed the independence of Aon and Meridian consistent with SEC rules and Nasdaq listing standards. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. On the basis of its consideration of the foregoing and other relevant factors, the Compensation Committee has determined that each of Aon and Meridian is independent, and that no conflicts of interest exist between the Company and each of Aon and Meridian.

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Nominating and Corporate Governance Committee

Our Governance Committee currently consists of Ian Clark, Manuel Hidalgo Medina, Steve Krognes and Musa Tariq, with Mr. Clark serving as chair. Our Board has determined that each of these directors is independent under Nasdaq rules.

The Governance Committee’s responsibilities include, among other things:

Risk Oversight

The Audit Committee of the Board is primarily responsible for overseeing our risk management processes on behalf of the Board. The Audit Committee receives reports from management on at least a quarterly basis regarding our assessment of risks. In addition, the Audit Committee reports regularly to the Board, which also considers our risk profile, about material issues affecting the quality or integrity of our financial statements, compliance with legal or regulatory requirements, the performance or independence of the independent auditor, the performance of the Company’s internal audit function, and other matters that the Audit Committee deems appropriate. The Audit Committee and the Board focus on the most significant risks we face and our general risk management strategies. While the Board oversees our risk management, management is responsible for day-to-day risk management

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processes. Our Board expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the Audit Committee and the Board. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board’s leadership structure, which also emphasizes the independence of the Board in its oversight of its business and affairs, supports this approach. The standing committees of the Board retain primary responsibility for risk oversight in the following key areas:

Each of our committees periodically provide updates to the Board regarding risk management issues and management’s response.

Business Code of Conduct and Ethics

We have adopted a written Code of Conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Conduct is designed to deter unlawful or unethical behavior, including with respect to actual or apparent conflicts of interest; to promote full, fair, accurate, timely and understandable disclosures; to promote compliance with applicable laws, rules and regulations; to prompt internal reporting of any violations and protection for persons reporting any such questionable behavior; to protect the Company’s business interests and assets in a manner that is protective of human health and safety and the environment; and to provide guidelines for our employees regarding political contributions, personal conduct and social media practices. We have posted a current copy of the code on our website, https://investors.guardanthealth.com. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code.

Corporate Responsibility Reporting and Stakeholder Engagement

Since 2023, we have released annual corporate responsibility reports providing information related to our environmental, social and governance (ESG) commitments,

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initiatives, and recent achievements. Our corporate responsibility and ESG reports are available for download on our website at http://investors.guardanthealth.com/corporate-governance/esg. We plan to provide periodic updates covering our corporate responsibility progress and data. Please note that nothing contained on or accessible through our website, including our corporate responsibility and ESG reports or sections thereof, shall be deemed incorporated by reference into this proxy statement.

We engage with a variety of external groups, including our stockholders, our biopharmaceutical partners, and sustainability experts, to identify and understand ways to continually improve our corporate responsibility program. Dialogue with our stockholders has led to enhancements to our corporate governance, sustainability, and executive compensation practices, which we believe are in the best interest of the Company and our stockholders. Based on feedback received from external engagements, we have conducted an initial accounting of our Scope 1 and 2 greenhouse gas emissions, and we are in the process of expanding that analysis as we strive to improve our environmental management efforts. We are also evaluating potential ways to reduce our greenhouse gas emissions. Additionally, we intend to more systematically engage our largest suppliers on sustainability initiatives. For example, in early 2025, we adopted a supplier code of conduct to outline our expectations related to responsible business conduct.

Communications with our Board

Any interested person, including any stockholder, may communicate with our Board by written mail addressed to Guardant Health, Inc. Board of Directors, c/o Corporate Secretary, 3100 Hanover Street, Palo Alto, California, 94304. We encourage stockholders to include proof of ownership of our stock in their communications. The corporate secretary will review the communications and forward them to the Board or the relevant committee of the Board, unless the communication is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

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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”)

Annual Awards (each, an “Annual Award”)

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

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.

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2024 DIRECTOR COMPENSATION TABLE

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PROPOSAL 1:

ELECTION OF DIRECTORS

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.

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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

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Information about Other Directors Not Standing for Election at this Meeting

Class II Directors with Term Expiring at the 2026 Annual Meeting

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Class III Directors with Term Expiring at the 2027 Annual Meeting

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EXECUTIVE OFFICERS

The following are our executive officers as of the Record Date.

The following sets for the biographical information of our Executive Officers. Biographical information pertaining to Helmy Eltoukhy, who is the Chairperson of the Board and our Co-CEO, and AmirAli Talasaz, who is a member of the Board and our Co-CEO, may be found in the section above entitled “Proposal 1: Election of Directors – Information about Class I Director Nominees – Class III Directors with Term Expiring at the 2027 Annual Meeting”.

Michael Bell. Mr. Bell has served as our Chief Financial Officer since January 2021. He most recently served as the Chief Financial Officer of CareDx, Inc., a precision medicine company focused on transplantation, from April 2017 to December 2020. From January 2016 to March 2017, Mr. Bell served as the Chief Financial Officer of Metabiota, Inc., a company that develops and sells risk analytics products focused on infectious disease. From May 2012 to January 2016, he served as the Chief Financial Officer of Singulex, Inc., a clinical diagnostics company. Prior to that, Mr. Bell held leadership and executive positions within Novartis, including with Novartis Diagnostics, a global provider of blood screening solutions, where he served as Chief Financial Officer from 2011 to 2012, and Senior Director, Global Head of Finance from 2008 to 2011. Mr. Bell also previously worked for several years in public accounting with both Ernst & Young and Deloitte, UK. He holds a Bachelor of Science degree in Mathematics with Computing from the University of Leicester in the United Kingdom and is a Fellow of the Institute of Chartered Accountants in England & Wales.

Darya Chudova. Dr. Chudova has served as our Chief Technology Officer since May 2023. She has been with Guardant Health since August 2015, most recently serving as Senior Vice President of Technology. In this role, she initially focused on leading technical development of Guardant360 LDT and CDx products improving the precision, robustness and accessibility of Guardant’s liquid biopsy tests. Most recently, she has led the development of Guardant’s ShieldTM technology for blood-based colorectal cancer screening, which has now been approved by the U.S. Food and Drug Administration. Prior to Guardant, Dr. Chudova successfully developed non-invasive prenatal testing at Illumina, Inc. from March 2013 to August 2015 and tools for clinical diagnostics and interpretation of genomic expression and

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sequencing data in the context of molecular cytology at Veracyte, Inc. from 2008 to 2013. Dr. Chudova holds a Ph.D. in Computer Science from the University of California, Irvine.

Craig Eagle, M.D. Dr. Eagle has served as our Chief Medical Officer since April 2021. He most recently served as Vice President of Medical Affairs Oncology for Genentech, a company that uses human generic information to develop, manufacture and sell medicines for serious conditions, from 2019 to 2021, where he oversaw the medical programs across the oncology portfolio and developed innovative cancer trials and strategies in personalized health care. Prior to Genentech, Dr. Eagle has held several positions in the U.S. and internationally at Pfizer, from 2009 to 2019, including global head of the Oncology Medical and Outcomes Group. In this role, he oversaw the worldwide medical programs and development of numerous commercially successful drugs. Dr. Eagle currently serves on the Board of Directors for Generex Biotechnology and NuGenerex Immuno-Oncology. Dr. Eagle graduated from medical school at the University of New South Wales in Sydney, Australia and received his general internist training at Royal North Shore Hospital in Sydney. Dr. Eagle completed his specialist training in hemato-oncology and laboratory hematology at Royal Prince Alfred Hospital in Sydney and was granted Fellowship in the Royal Australasian College of Physicians (FRACP) and the Royal College of Pathologists Australasia (FRCPA).

Christopher Freeman. Mr. Freeman has served as our Chief Commercial Officer since June 2021. He most recently served as Vice President of the HIV Business Unit at Gilead Sciences, Inc., leading the $13 billion HIV treatment and prevention business, from January 2020 to June 2021. During the COVID-19 pandemic, Mr. Freeman led the Emergency Use Authorization for Veklury (remdesivir) to treat COVID-19. Mr. Freeman previously worked at Elan Pharmaceuticals from 2008 to 2011 where he was commercial lead for Elan’s Alzheimer’s pipeline products, and from 2001 to 2008, he worked at Genentech where he led marketing for their oncology product, Rituxan, and Xolair for patients suffering from asthma and severe allergies. Mr. Freeman is a member of the National Board of Directors for Dream Foundation, a national dream-granting organization for terminally ill adults and their families. Mr. Freeman served in the U.S. Army for five years, first enlisting as a Lieutenant and was promoted to Captain before being honorably discharged in 2001. Mr. Freeman graduated from the United States Military Academy at West Point.

Kumud Kalia. Mr. Kalia has served as our Chief Information Officer since January 2021. He most recently served as Chief Information and Technology Officer as well as other executive roles at Cylance, Inc., from March 2018 to June 2019, and previously served as Chief Information Officer at Akamai Technologies from October 2011 to February 2018. Prior to Akamai, Mr. Kalia worked at Direct Energy, an energy and services business operating in the U.S. and Canada, from March 2005 to January 2011, and where at the time of his departure he was the Chief Information Officer and Executive Vice President of Customer Operations. Earlier in his career, Mr. Kalia was Vice President and Chief Information Officer of the Business Markets Group of Qwest Communications International from 2002 to 2004 and served as Chief Information Officer for Dresdner Group in North America from 1998 to 2002. He has also served in technology, operations and strategy roles at various investment banks. Mr. Kalia holds a Master’s degree in Information and Cyber Security from the University of California, Berkeley, an honors degree in Electronic Engineering from Bangor University, is a chartered engineer, and is a Fellow of both the Institution of Engineering and Technology and the British Computer Society.

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Terilyn Juarez Monroe. Ms. Monroe has served as our Chief People Officer since January 2024. She most recently served as Chief People Officer at Bonterra, a SaaS, PE backed company focused on accelerating social impact through technology, from November 2021 to September 2023, and previously served as Chief People Officer, SVP People & Places at Varian from October 2017 to April 2021. Prior to Varian, Ms. Monroe worked as Chief People & Culture Officer, SVP Human Resources at Acxiom from 2015 to 2017. She also was Chief Diversity Officer at Intuit, where she led the company’s diversity and inclusion efforts, from 2002 to 2015. Ms. Monroe serves on the board of directors for CASSY, a nonprofit organization focused on counseling and support services for youth and holds a bachelor’s degree in public relations from San Jose State University.

John Saia. Mr. Saia has served as our Chief Legal Officer and Corporate Secretary since April 2022, and prior to that as our Senior Vice President, General Counsel and Corporate Secretary since May 2020. He most recently served as Senior Vice President, General Counsel and Corporate Secretary of WageWorks, Inc., an administrator of consumer-directed benefits, from January 2019 until its acquisition by HealthEquity, Inc. in August 2019, and as General Counsel and Corporate Secretary for AcelRx Pharmaceuticals, Inc., a specialty pharmaceutical company, from April 2018 to January 2019. Mr. Saia led legal and compliance activities worldwide for both WageWorks and AcelRx. Prior to that, he spent more than a decade serving in numerous legal and compliance leadership roles at McKesson Corporation, ending his tenure in April 2018 as its Corporate Secretary and Associate General Counsel. In addition to holding positions at several highly respected law firms, Mr. Saia also held roles at the U.S. Securities and Exchange Commission and the U.S. Department of Justice. Mr. Saia graduated cum laude from Santa Clara University and holds a Juris Doctorate from The George Washington School of Law.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) discusses the philosophy, objectives, process, components, and additional aspects of our 2024 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further compensation information for our 2024 named executive officers (“NEOs”):

Quick CD&A Reference Guide

I. BUSINESS AND COMPENSATION OVERVIEW

Company Overview

We are a leading precision oncology company focused on guarding wellness and giving every person more time free from cancer. We are transforming patient care by providing critical insights into what drives disease through our advanced blood and tissue tests and real-world data. Our tests help improve outcomes across all stages of care, including screening to find cancer early, monitoring for recurrence in early-stage cancer, and helping doctors select the best treatment for patients with advanced cancer.

For patients with advanced-stage cancer, we have commercially launched Guardant360 laboratory developed test, or LDT, and Guardant360 CDx, the first comprehensive liquid biopsy test approved by the U.S. Food and Drug Administration, or the FDA, to provide tumor mutation profiling with solid tumors and to be used as a companion diagnostic in connection with non-small cell lung cancer, or NSCLC, and breast cancer. We have also launched the Guardant360 TissueNext tissue test for advanced-stage cancer, Guardant Reveal blood test to detect residual and recurring disease in early-stage colorectal, breast and lung cancer

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patients, and Guardant360 Response blood test to predict patient response to immunotherapy or targeted therapy eight weeks earlier than current standard-of-care imaging.

We also collaborate with biopharmaceutical companies in clinical studies by providing the above-mentioned tests, as well as the GuardantOMNI blood test for advanced-stage cancer, and the GuardantINFINITY blood test, a next-generation Smart Liquid Biopsy that provides new, multi-dimensional insights into the complexities of tumor molecular profiles and immune response to advance cancer research and therapy development. Using data collected from our tests, we have also developed our GuardantINFORM platform to help biopharmaceutical companies accelerate precision oncology drug development through the use of this in-silico research platform to unlock further insights into tumor evolution and treatment resistance across various biomarker-driven cancers.

For early cancer detection, in May 2022, we launched the Shield LDT test to address the needs of individuals eligible for colorectal cancer screening. From a simple blood draw, Shield uses a novel multimodal approach to detect colorectal cancer signals in the bloodstream, including DNA that is shed by tumors. In December 2022, we announced that the ECLIPSE study, a registrational study evaluating the performance of our Shield blood test for detecting colorectal cancer in average-risk adults, met co-primary endpoints. In addition, in March 2023, we submitted a premarket approval application, or PMA, for our Shield blood test to the FDA. In July 2024, we received FDA approval of our Shield blood test for colorectal cancer screening in adults age 45 and older who are at average risk for the disease, and in August 2024, our Shield blood test became commercially available in the U.S. as the first blood test approved by the FDA for primary colorectal cancer screening, meaning healthcare providers can offer Shield in a manner similar to all other non-invasive methods recommended in screening guidelines. Shield is also the first blood test for colorectal cancer screening that meets coverage requirements by Medicare. We also expect to expand into lung cancer screening and multi-cancer detection with our Shield platform.

Stockholder Engagement

We value a robust stockholder outreach program. We engage in regular, constructive dialogue with our stockholders on matters relevant to our business, including corporate governance, executive compensation, strategy, sustainability and corporate responsibility, and human capital management. The feedback that we have received over the years has been helpful to our understanding of our investors’ perspectives on these issues. We believe that our approach to engaging openly with our stockholders drives increased corporate accountability, improves decision making, and ultimately creates long-term value.

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At our 2024 Annual Meeting, we received the support of 93.6% of the votes cast on our Say-on-Pay proposal. The Compensation Committee viewed this high level of support as an endorsement by stockholders of the program. The Board and the Compensation Committee will carefully consider the results of any Say-on-Pay vote in the future.

Compensation Objectives

The core elements of the Compensation Committee’s executive compensation philosophy are as follows:

2024 Business Highlights

We had a strong year in 2024, driven by excellent execution to deliver strong clinical volumes.

Key financial highlights include the following:

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.

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We define our non-GAAP measures as the applicable GAAP measure adjusted for the impacts of stock-based compensation and related employer payroll tax payments, contingent consideration, amortization of intangible assets, unrealized and realized gains and losses on marketable equity securities, impairment of non-marketable equity securities and other related assets, and other non-recurring items. See Appendix B for a reconciliation of non-GAAP information.

Key Aspects of the 2024 Executive Compensation Program

Change to Compensation of the Co-CEOs. As previously disclosed, the Board had concerns about the ability of the Co-CEOs’ prior executive compensation program, which featured a $1 salary and no annual cash or annual long-term incentive opportunity for multiple

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years, to provide effective financial incentives aligned to company results. The Committee viewed it as vital to more closely align the performance goals of the Co-CEOs with those of the other executive officers. The Board also considered directional stockholder feedback that the Co-CEOs’ compensation should include the typical components of base salary, annual cash incentive and long-term equity incentive, set based on reference to competitive market levels.

Base Salaries. Based on reference to a competitive market analysis, Drs. Eltoukhy and Talasaz each received a target base salary of $800,000, after having received only $1 the prior few years. The Co-CEOs requested to receive their base salaries in restricted stock units (RSUs). The base salaries of our other continuing NEOs increased by amounts ranging from 5% to 13% based on a consideration of current market competitive salary ranges and job performance. In addition, the Company hired a new Chief People Officer, Terilyn Monroe, in 2024, and her salary was determined with reference to the competitive market for the position, her experience and skills and pursuant to an arm’s length negotiation.

Annual Bonuses. For 2024, 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 applied to all other executive officers.

2024 annual bonuses were determined based on:

To establish these targets and goals, the Compensation Committee, with the input of the senior leadership team, and considering other corporate achievements and developments, set the targets at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities.

In the view of the Compensation Committee, for 2024, it remained critically important to advance our oncology product program and our screening program, and thus the Compensation Committee continued to emphasize the Operational Performance Component. Specifically, the Operational Performance Component was comprised of:

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The Financial Performance Component was comprised of:

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.

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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.

II. COMPENSATION PHILOSOPHY AND OBJECTIVES

Compensation Philosophy

The Compensation Committee believes that a well-designed compensation program should (i) align executive interests with the drivers of growth and stockholder returns, (ii) incent and reward the Company’s achievement of its strategic business goals, and (iii) support the Company’s ability to attract top talent and retain critical employees with the mindset, skills and capabilities to drive and sustain long-term stockholder value. As a result, we maintain a strong pay-for-performance orientation in our compensation program.

To achieve these objectives, the Compensation Committee regularly reviews our compensation policies and program design to ensure that they are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to our executives is fair, reasonable, and competitive for our size and stage of development.

Compensation Objectives

Key objectives of our compensation programs include the following:

The Compensation Committee has designed our executive compensation program to motivate our executive officers to achieve these business objectives by closely linking the value of the compensation they receive to our performance relative to these business objectives.

The Compensation Committee believes using equity for the long-term incentives creates strong alignment between the interests of executive officers and the interests

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of our stockholders because it gives executive officers and stockholders a common interest in stock price performance. Granting equity also fosters an ownership culture among executive officers by making them stockholders with a personal stake in Guardant Health’s growth and success.

In recruiting our executive officers and determining competitive pay levels, the Compensation Committee references the amounts and compensation structures of executive officers in the companies in our compensation peer group and in industry surveys.

The Compensation Committee strives to make the incentives in our executive compensation program straightforward and the programs transparent and understandable, so that our executive officers, as well as our stockholders, know what our executives are working toward and what they will receive if they succeed. The Compensation Committee seeks to design programs that give participants a clear line of sight to the selected metrics and sufficient control over the performance toward the goals, to motivate them effectively for achieving our business objectives, and to reward them appropriately, as a means of executing our strategy.

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Compensation Program Governance

The Compensation Committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:

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III. COMPENSATION DETERMINATION PROCESS

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.

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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.

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.

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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:

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:

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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.

Role of the Co-Chief Executive Officers

The Compensation Committee works with our Co-CEOs to set the target compensation of each of our other NEOs. As part of this process, the Co-CEOs evaluate the performance of the other executive officers annually and make recommendations to the Compensation Committee regarding the compensation of each other executive officer.

The input of the Co-CEOs is particularly important. The Compensation Committee gives significant weight to their recommendations in light of their greater familiarity with the day-to-day performance of their direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the Co-CEOs. Nevertheless, the Compensation Committee or the Board of Directors makes the ultimate determination regarding the compensation for the executive officers.

IV. COMPENSATION PROGRAM COMPONENTS

2024 Components in General

To achieve its executive compensation program objectives, the Compensation Committee utilizes the compensation components set forth in the chart below. The Compensation Committee regularly reviews each executive officer’s total compensation opportunity to ensure it is consistent with its compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy.

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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

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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:

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

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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.

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:

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.

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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

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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:

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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.

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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.

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

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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.

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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.

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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:

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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:

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.

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.

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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.