Sector: Health Care
GUARDANT HEALTH INC · Meeting: June 17, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Guardant's 3-year price return of +260.2% far exceeds the peer group median of +12.7%, leaving a +247.5pp gap well above the 65pp threshold required to trigger a vote against under our policy; Clark has relevant healthcare/biotech industry experience as former CEO of Genentech; the proxy discloses he currently sits on five public boards (Takeda, Olema, Kyverna, Corvus, BioMarin), which raises an overboarding concern under our policy threshold of four or more seats, but the proxy also discloses that he will step off the Takeda board in June 2026 and has committed to further reducing his board service by end of 2026, which the Governance Committee considered and accepted, and meeting attendance was at least 75%, so no attendance flag fires.
Guardant's 3-year price return of +260.2% substantially outperforms the peer group median, so the TSR trigger does not apply; Dr. Hidalgo joined the board in July 2024 (less than 24 months before the meeting), making him exempt from the TSR trigger in any event; he brings directly relevant oncology and precision medicine expertise as Director of the GI Cancer Center at NYU, and no other policy flags apply.
Both Class II nominees pass all material policy screens. Guardant's strong 3-year total shareholder return of +260.2% versus the peer group median of +12.7% — a gap of +247.5 percentage points — far exceeds the 65pp threshold needed to trigger a vote against any director. Ian Clark's potential overboarding concern is mitigated by his disclosed plan to step down from Takeda in June 2026 and further reduce board seats by year-end 2026. Manuel Hidalgo Medina joined within the past 24 months and is exempt from the TSR trigger regardless. Both directors have relevant experience and no attendance, independence, or familial relationship flags.
CEO
AmirAli Talasaz
Total Comp
$8,661,227
Prior Support
92.5%%
The prior year say-on-pay vote received 92.5% support, well above the 70% threshold that would require a response, and the compensation structure is well-designed: the majority of pay for all named executives is variable and performance-based, with long-term equity (performance stock awards and restricted stock units) representing the largest component. The 2025 annual bonus payout of 140% of target was earned against rigorous, pre-set financial and operational metrics including 33% revenue growth and improved profitability, and the long-term performance stock awards incorporate a 3-year revenue growth metric plus a relative total shareholder return modifier, creating genuine pay-for-performance alignment. The company also maintains a clawback policy, prohibits hedging and pledging, and the Co-CEOs voluntarily take their base salary and annual bonus in equity rather than cash, further demonstrating alignment with shareholders.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,804,792
Non-Audit Fees
$0
Deloitte charged $2,804,792 in audit fees for 2025 and zero in non-audit or tax fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under our policy; Deloitte is a Big 4 firm appropriate for a company of Guardant's size and complexity; no material restatements are disclosed.
This is a straightforward annual meeting ballot for Guardant Health with four proposals. Guardant's exceptional 3-year total shareholder return of +260.2% versus a peer group median of +12.7% clears all director TSR thresholds with wide margin, both Class II nominees receive FOR determinations, Deloitte's ratification is uncontested with zero non-audit fees, and the say-on-pay program is well-structured with genuine performance linkage and a strong 92.5% prior-year shareholder endorsement. No stockholder proposals were submitted for this meeting.
34 companies disclosed in 2026 proxy filing
