8-KLeadership ChangesExhibits & Filings

Guardant Health, Inc. 8-K Report, Executive Changes (Jun 16, 2020)

Filed June 16, 2020For Securities:GH

Summary

Guardant Health, Inc. (GH) announced on June 16, 2020, a significant addition to its Board of Directors. The company appointed Vijaya Gadde as a Class I director, effective June 12, 2020. Ms. Gadde brings extensive legal and executive experience, having served as Chief Legal Officer and Secretary at Twitter, Inc., with prior roles including General Counsel and head of communications. Her appointment increases the Board size to seven members and enhances the company's governance structure. Ms. Gadde's expertise is expected to be valuable to Guardant Health, particularly given her background in legal affairs and her involvement in strategic leadership roles. She has also been appointed to the Board's compensation committee. In connection with her appointment, Ms. Gadde will receive standard director compensation, including a stock option award and a restricted stock unit award, each valued at $362,500, vesting over a four-year period. The company has also entered into its standard indemnification agreement with Ms. Gadde, a common practice to protect directors.

Key Highlights

  • 1Guardant Health appointed Vijaya Gadde to its Board of Directors as a Class I director, effective June 12, 2020.
  • 2Ms. Gadde's appointment increases the size of the Board to seven members.
  • 3Ms. Gadde has significant executive experience, including her role as Chief Legal Officer and Secretary at Twitter, Inc.
  • 4Ms. Gadde has been appointed to the compensation committee of the Board.
  • 5Ms. Gadde will receive standard non-employee director compensation, including stock options and RSUs valued at $362,500 each.
  • 6The compensation awards for Ms. Gadde will vest over a four-year period.
  • 7Guardant Health entered into its standard indemnification agreement with Ms. Gadde.

Frequently Asked Questions

Vijaya Gadde is a seasoned executive with extensive legal and leadership experience. She served as Chief Legal Officer and Secretary at Twitter, Inc. from February 2018, and previously held roles as General Counsel and head of communications. She also has experience from Juniper Networks and the law firm Wilson Sonsini Goodrich & Rosati.

Ms. Gadde's appointment is significant as it brings valuable legal and executive expertise to Guardant Health's Board of Directors. Her experience in corporate governance, legal matters, and strategic leadership is expected to contribute to the company's oversight and decision-making processes. Her addition also increases the Board's size to seven members.

Ms. Gadde will receive the standard compensation for non-employee directors at Guardant Health. This includes a stock option award and a restricted stock unit (RSU) award, each with a value of $362,500. These awards will vest over a four-year period, with one-fourth vesting on the first anniversary of her appointment and the remainder vesting monthly over the subsequent three years.

According to the filing, there are no arrangements or understandings between Ms. Gadde and any other person related to her selection as a director, nor are there any reportable transactions in which she has an interest that would need to be disclosed under Item 404(a) of Regulation S-K.