Guardant Health Grants Co-CEOs 465,413 Performance Units Each, Tied to Beating the S&P 500
Guardant Health's board has granted co-founders and Co-Chief Executive Officers Helmy Eltoukhy and AmirAli Talasaz each 465,413 performance stock units at target, awards that pay out only if Guardant's stock return ranks at or above the 40th percentile of S&P 500 companies over the next three to five years, according to an 8-K filed Tuesday.
The independent members of the board approved the grants on Nov. 2 under the company's 2018 Incentive Award Plan. Together, the two awards cover 930,826 target units. The board said it designed them to be 100% performance-based.
How the award pays out
Each executive's grant is split into two tranches. A quarter of the target units, or 116,353, is measured on Guardant's total shareholder return relative to S&P 500 companies over three years, from June 1, 2026 to May 31, 2029. The other 75%, or 349,060 units, is measured over five years ending May 31, 2031.
The payout scale, according to the filing:
- Below the 40th percentile: 0% of target
- 40th percentile: 50%
- 55th percentile: 100%
- 75th percentile: 150%
- 90th percentile or higher: 250%
Results between the 40th and 90th percentiles are interpolated on a straight line. If Guardant's absolute shareholder return is negative for a period, the payout is capped at 100% of target no matter how it ranks. No more than 250% of the target units can vest.
If the three-year result lands below the 55th percentile, the unearned three-year units stay outstanding and can still be earned at the five-year mark, but only if relative return reaches the 75th percentile or higher.
Holding rules and the board's case
Shares from the three-year tranche generally can't be transferred during the one-year period ending May 31, 2030. Half of the net after-tax shares from the five-year tranche face a six-month hold ending Nov. 30, 2031, the company said.
The board pointed to a 275% total shareholder return over the last three fiscal years under the co-CEOs, which it said outperformed the Nasdaq Biotechnology, Russell 3000 and S&P 500 indexes. It said their continued leadership is "critical" as Guardant pursues commercial scaling and "an aggressive multi-year pipeline of new products and enhancements."
The board said it worked with an independent compensation consultant to benchmark the awards.
If they leave or the company is sold
A termination without cause or for good reason before a period ends leaves a pro-rated portion eligible to vest based on actual performance. Death or disability vests the target units. Any other departure forfeits unvested units.
In a change in control, the units are deemed earned at the greater of target or actual performance, with proration if the deal closes on or before May 31, 2027.
By the numbers
- Target units per co-CEO: 465,413
- Three-year tranche: 116,353 units
- Five-year tranche: 349,060 units
- Maximum payout: 250% of target
- Prior three-year shareholder return cited by the board: 275%
Sources
- Guardant Health Form 8-K on co-CEO performance stock unit grants, filed Nov. 3, 2026 (accession 0001193125-26-444416)
This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.
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