Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Co-Chief Executive Officer
On August 5, 2021, Guardant Health, Inc. (the "Company") announced that its
Board of Directors (the "Board") approved a Co-Chief Executive Officer
("Co-CEO") leadership structure for the Company and that effective on August 5,
2021 (the "Effective Date"), the Company appointed AmirAli Talasaz as the
Company's Co-CEO and changed the title of Helmy Eltoukhy, the Company's current
Chief Executive Officer, to the Company's Co-CEO. Dr. Talasaz has also announced
his intent to resign from his position as Chief Operating Officer of the
Company, effective as of the Effective Date, but he will continue to serve as
President of the Company. Dr. Eltoukhy will lead the Company's oncology division
while Dr. Talasaz will oversee the Company's screening division. As Co-CEOs, the
compensation of Drs. Eltoukhy and Talasaz will remain unchanged. Information
regarding the business experience and certain relationships and related
transactions of Drs. Eltoukhy and Talasaz, as required under this section, is
incorporated by reference to the definitive proxy statement for the Company's
2021 Annual Meeting of Stockholders as filed with the Securities and Exchange
Commission (the "SEC") on April 29, 2021.
Appointment of Meghan Joyce to the Board
Effective August 4, 2021, the Board increased the number of directors on the
Board to eight and appointed Meghan Joyce as a Class II director of the Company.
Ms. Joyce will serve on the Board for a term expiring at the 2023 Annual Meeting
of Stockholders and until her successor is duly elected and qualified, or until
her earlier death, resignation or removal. In connection with her appointment to
the Board, Ms. Joyce was also appointed to the audit and compensation committees
of the Board.
Ms. Joyce currently serves as the Chief Operating Officer and Executive Vice
President of Platform at Oscar Health, a high-growth health tech and health
insurance company, where she leads operations, technology, clinical, marketing,
and new business lines. Prior to joining Oscar Health, Ms. Joyce held several
leadership roles at Uber Technologies, most recently as Regional General Manager
of the United States and Canada. Ms. Joyce has previously served as a Senior
Policy Advisor at the United States Department of the Treasury, an investor at
Bain Capital, and a consultant at Bain & Company. Ms. Joyce currently serves as
a member of the Board of Directors of The Boston Beer Company, where she sits on
the Audit Committee and chairs the Nominating and Governance Committee. She
holds a master's degree from Harvard Business School and a bachelor's degree
from Harvard College.
Ms. Joyce received the standard compensation paid by the Company to all of its
non-employee directors under the Company's Amended Non-Employee Director
Compensation Program (the "Program"). Pursuant to the Program, Ms. Joyce
received a stock option award and restricted stock unit award, each with a value
of $362,500 (collectively, the "Initial Awards"). Each of the Initial Awards
will vest with respect to one-fourth (1/4th) of the shares subject thereto on
the first anniversary of Ms. Joyce's appointment to the Board, and as to the
remaining three-fourths (3/4ths) of the shares subject thereto on each monthly
anniversary of Ms. Joyce's appointment to the Board during the three-year period
thereafter, subject to continued service through the applicable vesting date.
In accordance with the Company's customary practice, the Company is entering
into its standard form of indemnification agreement with Ms. Joyce, which will
require the Company to indemnify her against certain liabilities that may arise
as result of her status or service as a director. The description of Ms. Joyce's
indemnification agreement is qualified in its entirety by the full text of the
form of indemnification agreement, which is attached to the Company's
Registration Statement on Form S-1/A filed with the SEC on September 18, 2018 as
Exhibit 10.8.
There are no arrangements or understandings between Ms. Joyce and any other
person pursuant to which she was selected as a director, nor are there any
transactions in which Ms. Joyce has an interest that would be reportable under
Item 404(a) of Regulation S-K.
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Appointment of Chairperson of the Board
On August 5, 2021, Dr. Talasaz announced his intent to resign from his position
as Chairperson of the Board, effective as of the Effective Date. Although
Dr. Talasaz resigned from his position as Chairperson of the Board, he will
retain his seat on the Board. Dr. Talasaz's decision to resign from his position
as Chairperson of the Board did not result from any disagreement with the
Company, the Company's management or the Board.
On August 5, 2021, the Board announced that it has appointed Dr. Eltoukhy to
serve as Chairperson of the Board, effective as of the Effective Date.
Dr. Eltoukhy currently serves as Chief Executive Officer and director of the
Company.
On August 5, 2021, the Company issued a press release announcing these events,
which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release of Guardant Health, Inc., dated August 5, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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GUARDANT HEALTH, INC. 
