8-KLeadership ChangesRegulation FDExhibits & Filings

Guardant Health, Inc. 8-K Report, Executive Changes (Dec 11, 2020)

Filed December 11, 2020For Securities:GH

Summary

Guardant Health, Inc. (GH) announced a significant leadership change in its finance department via an 8-K filing on December 11, 2020. Michael Bell has been appointed as the new Chief Financial Officer (CFO), effective January 5, 2021. Mr. Bell brings a wealth of experience from previous CFO roles at companies like CareDx, Inc., Metabiota, Inc., and Singulex, Inc., as well as leadership positions at Novartis. This appointment signals a strategic move to bolster the company's financial leadership with an executive who has a proven track record in the healthcare and diagnostics sectors. The terms of Mr. Bell's employment include a competitive base salary of $450,000, a target bonus of 50% of his base salary, and substantial equity awards valued at approximately $5 million (RSUs, stock options, and PSUs) with multi-year vesting schedules. Additionally, he will receive a $500,000 signing bonus, subject to a clawback provision if he voluntarily terminates employment within 24 months. The filing also notes the resignation of Derek Bertocci as an officer, effective December 4, 2020, who will remain with the company in an employee capacity to assist with the CFO transition until March 5, 2021.

Key Highlights

  • 1Michael Bell appointed as new Chief Financial Officer (CFO), effective January 5, 2021.
  • 2Mr. Bell has extensive financial leadership experience, including prior CFO roles at CareDx, Metabiota, and Singulex.
  • 3Bell's compensation package includes an annual base salary of $450,000 and a target bonus of 50% of base salary.
  • 4Significant equity grants totaling approximately $5 million (RSUs, stock options, PSUs) with multi-year vesting.
  • 5A $500,000 signing bonus is included, subject to a 24-month prorated clawback provision for voluntary termination.
  • 6Derek Bertocci resigns as an officer but will remain an employee until March 5, 2021, to support the CFO transition.
  • 7The company also entered into its standard form of indemnification agreement with Mr. Bell.

Frequently Asked Questions

Michael Bell's appointment brings a seasoned financial executive with substantial experience in the healthcare and diagnostics industries to a key leadership role. His background suggests a focus on financial strategy and operational efficiency, which is crucial for Guardant Health's growth and investor confidence.

Mr. Bell's compensation includes an annual base salary of $450,000, a target bonus of 50% of his base salary, substantial equity awards valued at approximately $5 million, and a $500,000 signing bonus. The equity awards have multi-year vesting schedules, aligning his incentives with the company's long-term performance.

Derek Bertocci resigned as an officer to facilitate the transition to the new CFO. He will remain an employee of Guardant Health until March 5, 2021, to provide onboarding and transition support for Michael Bell. This ensures a smooth handover of financial responsibilities.

Yes, the $500,000 signing bonus is subject to a clawback provision. If Mr. Bell voluntarily terminates his employment with Guardant Health before completing 24 months of service, the bonus will be subject to prorated repayment.