AmirAli Talasaz
Guardant HealthAbout AmirAli Talasaz
Co‑founder of Guardant Health and Co‑Chief Executive Officer since August 5, 2021; previously Chairperson of the Board, President and COO (2013–2021) . Age 45; Ph.D. and M.S. in Electrical Engineering and an M.S. in Management Science & Engineering from Stanford University . 2024 operating performance included 31% revenue growth to $739.0M, improved gross margin to 61%, and narrowed GAAP net loss to $436.4M; Adjusted EBITDA loss improved to $257.5M, with major milestones including FDA approval and national launch of Shield (blood test for CRC screening) and favorable Medicare pricing . Pay-versus-performance table shows 2024 company TSR value of $39.10 (from a $100 base at 12/31/2019), revenue $739.0M, and GAAP net loss $(436.4)M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Guardant Health | Chairperson of the Board; President & COO | 2013–Aug 2021 | Co‑founded company; scaled precision oncology portfolio and operations . |
| Guardant Health | Co‑Chief Executive Officer | Aug 2021–present | Led accelerated growth and FDA approval/commercial launch of Shield . |
| Illumina, Inc. | Senior Director, Diagnostics Research | 2011–2012 | Led emerging clinical NGS applications . |
| Auriphex Biosciences (founded) | Founder | 2008–2009 | CTC purification/genetic analysis tech acquired by Illumina in 2009 . |
| Stanford Genome Technology Center | Technology Development group lead | Academic years | Developed clinical genomic technologies . |
Fixed Compensation
| Component (2024) | Detail |
|---|---|
| Base salary | $800,000, delivered entirely in RSUs that vested quarterly during 2024 . |
| Target annual bonus | 100% of base salary; co‑CEOs elected to receive the annual incentive as PSUs instead of cash . |
| Actual annual incentive payout | 150% of target based on 2024 performance; co‑CEO earned 68,769 PSUs vs 45,846 PSUs target (cliff vested in March 2025) . |
| 2024 reported total comp (SCT) | $11,613,545 (includes $11,600,028 Stock Awards reflecting the base‑in‑RSU and annual PSU awards) . |
Performance Compensation
2024 Annual Incentive framework and results
| Metric | Weight | Target | Actual | Payout (as % target) |
|---|---|---|---|---|
| Oncology product milestones (launches, data submission) | 25% | — | Mixed: one launch above‑target; one below‑threshold; data submission above‑target | 32.5% weighted payout . |
| Screening R&D (Shield launch, device validation) | 25% | — | Shield launch at target; device validation below‑target | 22.5% weighted payout . |
| Revenue ex‑screening ($M) | 30% | $670 | $733.9 | 200%; 60% weighted payout . |
| Non‑GAAP gross margin ex‑screening (%) | 5% | 60% | 64% | 200%; 10% weighted payout . |
| Adjusted EBITDA ($M) | 10% | (306) | (257.5) | 200%; 20% weighted payout . |
| Employee engagement | 5% | — | At target | 5% weighted payout . |
| Total | 100% | — | — | 150% overall payout . |
Long‑term incentives (2024 grants)
- PSUs: 286,533 target PSUs; three‑year (2024–2026) Revenue CAGR with relative TSR modifier (Nasdaq Biotechnology Index as comparator), vest March 2027; payout range 75%–125% via TSR modifier with negative absolute TSR cap .
- RSUs: 286,533 RSUs, time‑based three‑year vesting (1/3 on first anniversary, then quarterly) .
- Annual PSU in lieu of cash bonus: 45,846 target PSUs earned at 150% (68,769) and vested March 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 3,112,585 shares (2.5% of outstanding) including 2,309,456 directly; 470,800 via Talasaz Investments, L.P.; 24,250 via each of two Children’s Remainder Trusts; plus 283,829 options exercisable within 60 days of April 21, 2025; 0 time‑based RSUs vesting within 60 days . |
| Outstanding 2017 option | 283,829 options exercisable at $4.18; expiration 7/14/2027 . |
| 2024 year‑end unvested awards (CEO) | RSUs: 286,533 (market value $8,753,583 on 12/31/24). PSUs: 68,769 earned (annual), plus 286,533 performance PSUs unearned for 2024–2026 cycle . |
| Insider transactions (2024) | Exercised 283,830 options; value realized $4,087,152. RSUs vested: 45,846; value realized $1,180,542 (mechanical calculation per plan footnotes) . |
| Ownership guidelines | CEO: 6x base salary; participants must retain 20% of net settled shares until compliant; compliance deadline the later of 1/1/2026 or five years from designation; as of 12/31/24 all NEOs in compliance or expected to be in period . |
| Hedging/pledging | Prohibited (no hedging, pledging, margin or short sale; no derivative transactions) . |
Vesting schedules (key 2024 awards)
- Annual RSU (base): vests quarterly during 2024 .
- Annual PSU (bonus‑in‑equity): cliff vested March 2025 subject to 2024 performance certification .
- LTI RSU: 1/3 at first anniversary, then quarterly thereafter over ~2 years .
- LTI PSU: vests March 2027 subject to 2024–2026 performance and service .
Employment Terms
| Term | Co‑CEO (Tier 1) |
|---|---|
| Employment status | At‑will; no guaranteed employment agreements . |
| 2024 compensation letters | March 18, 2024 letter agreements set base, annual bonus (delivered as equity), and LTI; Founders’ 2020 Performance Awards canceled concurrent with new program . |
| Severance (Non‑CIC) | 12 months base salary (reflected via accelerated vest of Annual RSU; any excess in cash), pro‑rata target bonus (via Annual PSU accelerated at target or pro‑rata target), up to 12 months COBRA . |
| Severance (CIC Termination; double trigger, window = from 3 months before to 1 year after CIC) | 24 months base salary (lump sum), target annual bonus, 24 months COBRA; all equity vests in full with performance awards at greater of target or actual as of CIC; Co‑CEO 2024 Annual PSU vests at 200% on CIC Termination; long‑term PSU special vesting: CIC Termination in 2024 → 250% of target; in 2025 → greater of 150% or actual . |
| Co‑CEO forward‑vesting (Non‑CIC) | If Non‑CIC termination on/before Dec 31, 2025, LTI RSUs vest in full; LTI PSUs vest at greater of target or actual as of termination, subject to specified conditions . |
| Clawback | Dodd‑Frank‑compliant policy adopted 2023; recoups incentive comp based on erroneously prepared financials; applies to prior 3 fiscal years . |
| Tax gross‑ups | None; excise‑tax “best‑net” cutback applies . |
Board Governance
- Board service history and status: Director since 2013; served as Chairperson until August 5, 2021 when Helmy Eltoukhy became Chairperson; currently Director and Co‑CEO; not independent under Nasdaq/SEC rules due to executive role .
- Committee roles: No committee assignments; Board committees composed solely of independent directors .
- Board leadership and independence safeguards: Combined Chair (Helmy Eltoukhy) and Co‑CEO structure offset by designated Lead Independent Director (Ian Clark) with defined authorities (presides over independent sessions, approves agendas/schedules, liaison role) .
- Attendance: In 2024, Board held 10 meetings; all incumbent directors attended ≥75% of Board and applicable committee meetings .
- Director compensation: Employee‑directors (including Dr. Talasaz) receive no additional cash/equity for Board service; non‑employee directors compensated in equity only .
Performance & Track Record
| Metric/achievement | Evidence |
|---|---|
| 2024 revenue growth +31% to $739.0M; precision oncology revenue drivers and improved reimbursement | . |
| FDA approval (July 2024) and national launch of Shield; Medicare coverage/pricing | . |
| Gross margin 61%; non‑GAAP operating expense discipline and narrowed net loss | . |
| Adjusted EBITDA loss improved to $(257.5)M (from $(344.2)M) | . |
| Pay‑versus‑performance: 2024 TSR value ($100 base at 12/31/2019) $39.10; peer TSR $118.20; revenue $739.0M; GAAP net loss $(436.4)M | . |
Say‑on‑Pay, Peer Group, and Compensation Governance
- Say‑on‑Pay support: 93.6% approval at 2024 Annual Meeting .
- Independent advisors: Aon as ongoing independent consultant; Meridian engaged in 2024 for Co‑CEO program redesign; both assessed independent/no conflicts .
- Peer groups used (2023/2024 refresh): e.g., exact sciences, Natera, Veracyte, Penumbra, Exelixis, Repligen, etc., selected by sector, revenue, market cap .
- Practices: double‑trigger CIC, ownership guidelines, anti‑hedging/pledging, capped bonuses, no guaranteed employment, annual risk assessment, clawback .
Related Party Transactions and Compliance
- Related party transactions: None reported for 2024 .
- Section 16 filings: Company noted a late Form 3 for Ms. Monroe and delayed Form 4s for co‑CEOs tied to cancellation of 2020 PSUs and March 2024 grants; otherwise compliant .
Investment Implications
- Alignment: 2.5% beneficial ownership and CEO‑level 6x salary ownership guideline, plus prohibition on hedging/pledging, support alignment with shareholders .
- Incentive design: 2024 shift to market‑standard base/bonus/LTI for co‑CEOs ties pay to multi‑year revenue CAGR with relative TSR modifier; annual bonus paid in PSUs at 150% demonstrates formulaic linkage to financial/operational outperformance .
- Retention/supply overhang: Meaningful unvested RSUs/PSUs and 2027 PSU cliff create retention hooks but also introduce potential vesting‑related supply events (e.g., March 2027), while 2024 option exercises generated liquidity; monitor Form 4s and any 10b5‑1 plans for selling pressure cadence .
- Downside protections: Double‑trigger CIC with substantial equity acceleration (including up to 250% of PSU target in 2024 CIC scenario) can be shareholder‑sensitive in a sale; however, clawback, no tax gross‑ups, and at‑will employment mitigate governance risk .
- Execution risk: Despite strong 2024 operating momentum and Shield launch, the company remains loss‑making with significant cash burn; incentive focus on revenue CAGR and profitability‑adjacent metrics (Adjusted EBITDA, gross margin) is appropriate for value creation but will require sustained execution .