Alex Azar
Guardant HealthAbout Alex M. Azar II
Alex M. Azar II, former U.S. Secretary of Health and Human Services (2018–2021), was appointed as a Class III, non-employee director of Guardant Health (GH) on September 12, 2025, and joined the Nominating & Corporate Governance Committee. He is an Adjunct Professor and Distinguished Executive-in-Residence at the University of Miami’s Herbert Business School (since 2021), holds a B.A. in Government and Economics from Dartmouth, and a J.D. from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Health and Human Services | Secretary (24th) | 2018–2021 | Oversight of CMS, FDA, CDC; national health policy and reimbursement leadership |
| U.S. Department of Health and Human Services | Deputy Secretary; General Counsel | Not disclosed | Senior legal and operational leadership in federal health administration |
| Eli Lilly and Company (U.S. affiliate) | President, Lilly USA | Not disclosed | Led largest affiliate; commercial and market access strategy |
| Wiley Rein LLP | Partner | Not disclosed | Legal practice and governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Miami Herbert Business School | Adjunct Professor; Distinguished Executive-in-Residence | Since 2021 | Academic leadership and executive education |
| Aspen Institute | Board of Trustees (member) | Not disclosed | Non-profit governance |
| LifeScience Logistics | Chairman of the Board | Not disclosed | Healthcare logistics oversight |
| Global Health/MCS | Board member | Not disclosed | Healthcare services oversight |
| AbsoluteCare | Board member | Not disclosed | Value-based care provider governance |
| Interwell Health | Board member | Not disclosed | CKD care network governance |
| Foresite Capital | Advisor | Not disclosed | Life sciences investing advisory |
| Milken Institute FasterCures | Advisory Board member | Not disclosed | Biomedical innovation advocacy |
| Stanford School of Medicine | Dept. of Health Policy Advisory Board member | Not disclosed | Health policy advisory |
Board Governance
- Appointment: Board expanded to 11 seats; Azar appointed Class III director (term to 2027 annual meeting). Committee assignment: Nominating & Corporate Governance Committee .
- Independence: Non-employee director; no arrangements/understandings in selection and no related-party transactions reportable under Item 404(a) at appointment .
- Lead Independent Director: Ian Clark; Board held 10 meetings in 2024; all incumbent directors ≥75% attendance (Azar joined after FY24) .
- Indemnification: Company standard form indemnification agreement executed in connection with appointment .
Fixed Compensation
| Component | Value ($) | Vesting | Notes |
|---|---|---|---|
| Initial RSU award | 362,500 | 25% on first anniversary; remaining 75% monthly over the subsequent 3 years | Standard non-employee director initial award |
| Initial Stock Option award | 362,500 | Same schedule; exercise price = grant date FMV | Black-Scholes valuation per program |
| Annual RSU award (program) | 212,500 | Full vest at earlier of one-year mark or next annual meeting | Applies after ≥6 months service before annual meeting |
| Annual Stock Option award (program) | 212,500 | Full vest at earlier of one-year mark or next annual meeting | Applies per program terms |
| Cash fees | 0 | N/A | GH pays reasonable expenses; no cash retainers or meeting/committee fees |
Performance Compensation
| Element | Applies to Directors? | Metrics | Notes |
|---|---|---|---|
| Performance stock units (PSUs) | No | N/A | Director pay is equity-based (RSUs/options) with time-based vesting; no performance metrics for directors |
Other Directorships & Interlocks
- Public company boards: None disclosed for Azar in GH filings/press release at appointment .
- Private/non-profit boards and advisory roles listed above; monitor any business dealings between GH and these entities to ensure continued absence of related-party transactions (none at appointment per Item 404(a)) .
Expertise & Qualifications
- Policy and reimbursement: Led HHS with oversight of CMS and FDA; deep understanding of Medicare coverage and regulatory pathways relevant to Guardant’s Shield and oncology diagnostics .
- Biopharma leadership: Former President of Lilly USA; commercial and market access expertise .
- Legal and governance: HHS General Counsel; partner at Wiley Rein; strong compliance and governance background .
- Academia and ecosystem advisory: University of Miami executive-in-residence; roles across Aspen Institute, FasterCures, Stanford Health Policy .
Equity Ownership
| Date | Form | Security | Quantity | Value ($) | Vesting/Terms |
|---|---|---|---|---|---|
| Sep 12, 2025 | Form 4 | Stock Options | Not disclosed | 362,500 | 25% at 1-year; remaining monthly over 3 years; strike = FMV at grant |
| Sep 12, 2025 | Form 4 | RSUs | Not disclosed | 362,500 | Same vest schedule as options |
- Policies: GH prohibits hedging, pledging, margin or short sales by employees and non-employee directors; maintains robust stock ownership and retention guidelines for directors and executives .
Governance Assessment
- Strengths supporting investor confidence
- Adds top-tier federal policy and reimbursement expertise to board at a pivotal time for screening reimbursement and oncology diagnostics .
- Compensation structure aligns with shareholders via equity-only director pay; no cash fees or meeting/committee fees; initial awards subject to multi-year vesting .
- Placed on Nominating & Corporate Governance Committee, supporting board effectiveness in governance standards and succession planning .
- Company-level governance signals: strong say-on-pay outcome (93.6% approval in 2024), clawback policy adoption, independent compensation consultants, and prohibition of hedging/pledging .
- Potential watchouts and red flags
- Multiple external healthcare board roles (AbsoluteCare, Interwell Health, LifeScience Logistics) warrant routine monitoring for any emerging related-party transactions or conflicts; none reported at appointment under Item 404(a) .
- Independence classification for Azar will be formally disclosed in the next proxy; currently non-employee with standard director compensation, suggesting independence absent new relationships .
Overall, Azar’s appointment is a governance-positive addition bringing regulatory fluency and market access insight; equity-only compensation and committee placement align with board effectiveness, with conflict risk mitigated by Item 404(a) review and GH’s related-party oversight procedures .