Guardant Health Inc

This management proposal asks shareholders to cast a non-binding advisory vote approving the company’s named executive officer compensation as disclosed in the Compensation Discussion and Analysis and supporting tables. Management seeks shareholder endorsement to validate its compensation approach, which emphasizes pay-for-performance and alignment of executive incentives with stockholder value creation. The company’s 2025 program blended short-term cash incentives and multi-year performance stock units (PSUs) and RSUs, with the Co-CEOs receiving base salary and annual incentive in equity form at their request; key performance measures included revenue growth, screening revenue, Adjusted EBITDA improvement, product development milestones, and a relative TSR modifier on multi-year PSUs. In 2025 Guardant delivered 33% revenue growth to $982 million and the annual incentive achievement for the year was 140%, which management cites in support of the program’s effectiveness. The vote is explicitly advisory and non-binding, but the Board and Compensation Committee state they will review and consider the outcome when setting future compensation. The Board recommends a FOR vote and justifies it by pointing to the program’s pay-for-performance orientation, retention and alignment features (equity-heavy pay, PSU metrics tied to sustained revenue and TSR, and clawback and stock ownership policies). Given the complexity of the pay program (mix of RSUs, PSUs, options for other NEOs, revenue and TSR-linked long-term incentives), shareholders should view this vote as an endorsement of both pay levels and of governance practices (peer benchmarking, consultant review, and compensation committee oversight). A FOR vote signals support for management’s approach to incentivizing growth and aligning management and investor interests; a negative vote would likely trigger further engagement and potential program adjustments by the Board and Compensation Committee.

This management proposal asks shareholders to indicate, on a non-binding advisory basis, whether future say-on-pay votes should occur every one, two, or three years; the Board recommends an annual (one-year) frequency. Management is seeking a clear stockholder preference to set the cadence of future advisory votes on executive compensation; the recommendation for annual votes is premised on providing the most timely and meaningful feedback to the Board and Compensation Committee given the company’s evolving business and compensation programs. Historically the Board had included annual advisory votes and now seeks stockholder input on frequency as required by Dodd-Frank; the company expects the next frequency vote after this meeting in 2032. Choosing a one-year frequency gives investors annual opportunity to weigh in on disclosed compensation changes, supporting responsiveness to market or strategic shifts (for example, material changes in pay program design or business performance). The vote is non-binding, so the Board retains discretion to act in what it deems the company’s and stockholders’ best interests, but a clear stockholder preference would influence Board practice. The Board’s rationale emphasizes improved communication and more coherent alignment between proxy disclosures and the timing of investor feedback. Investors should consider the trade-off between administrative/engagement burden and the value of more frequent advisory input when selecting a preferred frequency.