Guardant Health has awarded performance-based stock units to co-chief executives Helmy Eltoukhy and AmirAli Talasaz, tying their potential compensation to the company’s stock performance relative to the S&P 500 over three and five years. The awards are intended to reward sustained shareholder returns and retain the founders as Guardant scales its business and advances its product pipeline.
The grants do not change the executives’ roles. They create the possibility of a substantial share payout, but only if Guardant meets specified performance thresholds and the co-CEOs remain employed through the relevant vesting dates, subject to certain termination provisions.
Key details
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Grant size: Each co-CEO received 465,413 performance stock units at target, or 930,826 units combined. Payouts can reach 250% of target—about 2.33 million shares in total—if performance qualifies for the maximum award. The awards were approved November 2, 2026, but their performance periods began June 1, 2026.
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Performance periods: Twenty-five percent of each target award is measured over the three years ending May 31, 2029; the remaining 75% is measured over the five years ending May 31, 2031. Performance is based on Guardant’s total shareholder return relative to companies in the S&P 500.
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Payout thresholds: Below the 40th percentile, no units are earned. Performance at the 40th percentile earns 50% of target; the 55th earns 100%; the 75th earns 150%; and the 90th percentile or higher earns 250%. Payouts between those levels are interpolated. The maximum is 250% of target.
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Absolute-return cap: If Guardant’s own total shareholder return is negative over a performance period, the payout for that period cannot exceed 100% of target, even if the company outperforms the index.
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Potential five-year recovery for the three-year award: If Guardant falls short of the 55th percentile over three years, the unearned portion of the three-year target award can still be earned at the five-year mark—but only if five-year relative performance reaches at least the 75th percentile. The five-year performance payout rules and the negative-return cap apply.
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Vesting and share-holding requirements: Earned units vest after the relevant performance period once the compensation committee certifies results, provided the executive remains employed through that date. Shares from the three-year award generally cannot be transferred for one year, through May 31, 2030. For the five-year award, 50% of the net shares generally cannot be transferred for six months, through November 30, 2031.
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If employment ends early: If Guardant terminates a co-CEO without cause, or the executive leaves for good reason, a prorated portion may remain eligible based on actual performance through the departure date. Death or disability before the end of a performance period results in vesting at target for that period. Other departures generally result in forfeiture of unvested units.
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If Guardant is acquired: The awards would be measured using the greater of target or performance achieved up to the acquisition. If the awards are not assumed by the buyer, earned units vest immediately; if assumed, they convert to time-based awards. Special proration applies if a change in control occurs on or before May 31, 2027.
Guardant says its total shareholder return was 275% over the prior three fiscal years, outperforming the Nasdaq Biotechnology, Russell 3000 and S&P 500 indexes. The board cited the co-CEOs’ continued leadership as important to commercial expansion and the company’s product pipeline. The structure puts most of the potential award on a five-year horizon and requires relative outperformance for above-target payouts, while the post-vesting restrictions extend the executives’ exposure to the company’s stock.