Christopher Freeman
Guardant HealthAbout Christopher Freeman
Christopher Freeman is Guardant Health’s Chief Commercial Officer (Oncology), serving since June 2021. He is 51 years old and graduated from the United States Military Academy at West Point; he previously served five years in the U.S. Army, rising from Lieutenant to Captain before an honorable discharge in 2001 . Prior roles include leading Gilead’s $13B HIV Business Unit and spearheading the EUA for remdesivir; commercial leadership at Elan (Alzheimer’s pipeline) and Genentech (Rituxan, Xolair) . Company performance over his tenure: revenue rose from $373.7M (2021) to $739.0M (2024), while TSR measured in Pay vs Performance disclosure was 128.00 (2021) and 39.10 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gilead Sciences | Vice President, HIV Business Unit | 2020–2021 | Led ~$13B HIV treatment/prevention business; led EUA for remdesivir during COVID-19 |
| Elan Pharmaceuticals | Commercial Lead, Alzheimer’s Pipeline | 2008–2011 | Commercial leadership for Alzheimer’s pipeline products |
| Genentech | Marketing Lead (Oncology: Rituxan; Allergy/Asthma: Xolair) | 2001–2008 | Led marketing for major biologics in oncology and respiratory indications |
| U.S. Army | Officer (Lieutenant → Captain) | ~1996–2001 | Leadership experience; honorably discharged as Captain |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dream Foundation | National Board of Directors member | n/a | Governance for national dream-granting org for terminally ill adults |
Fixed Compensation
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Base Salary ($) | 468,269 | 490,385 |
| Target Bonus (%) | 50% | 50% |
| Actual Bonus Paid ($) | 152,760 | 327,443 |
Performance Compensation
| Metric (FY 2023 Annual Incentive) | Weighting (%) | Target | Actual | Payout (%) | Weighted Payout (%) |
|---|---|---|---|---|---|
| Revenue (in $MM) | 30 | $540 | $563.9 | 200 | 60 |
| Gross Margin (%) | 5 | 60 | 60 | 100 | 5 |
| Adjusted EBITDA (in $MM) | 10 | (350.0) | (344) | 200 | 20 |
| Operational Performance Component (oncology launches, Japan reimbursement, PMA filing, study enrollments) | 55 | Milestones | Mixed/above target | n/a | 50 |
| Total Achievement | — | — | — | — | 135 |
Long-term incentives: 2023 introduced PSUs tied to revenue (three-year CAGR and one-year growth with additional two-year vesting). The one-year revenue PSUs earned at 200% of target based on 25% YoY revenue growth in 2023, but remain subject to continued service through the two-year vesting tail .
2023 Grants detail (selected):
- PSUs (one-year revenue growth): Threshold 7,714; Target 15,427; Max 30,854 shares
- RSUs: 16,738 (6/9/2023); 19,907 (12/13/2023)
- Options: 25,107 @ $32.86 (6/9/2023); 29,861 @ $28.37 (12/13/2023)
Equity Ownership & Alignment
| Beneficial Ownership (as of 4/15/2024) | Shares | % Outstanding |
|---|---|---|
| Total Beneficially Owned | 79,240 | <1% |
Breakdown (as of 4/15/2024):
- Directly held shares: 15,971
- Options exercisable within 60 days: 63,269
- RSUs vesting within 60 days: 0
Stock ownership guidelines:
- Executives must hold ≥1× annual base salary; participants not yet compliant must retain 20% of net-settled shares for one year after vest/exercise. Company prohibits hedging and pledging. As of 12/31/2023, all NEOs were in compliance .
Outstanding equity at FY 2023 year-end (selected):
- Options:
- 24,394 exercisable / 14,638 unexercisable @ $110.49 (8/3/2031 expiry)
- 17,998 exercisable / 43,710 unexercisable @ $47.20 (11/7/2032 expiry)
- 25,107 unexercisable @ $32.86 (6/9/2033 expiry)
- 29,861 unexercisable @ $28.37 (12/13/2033 expiry)
- RSUs (not vested): 9,758 ($263,954), 23,141 ($625,964), 16,738 ($452,763), 19,907 ($538,484)
- PSUs (unearned): 15,428 ($417,327)
Standard vesting mechanics:
- RSUs generally vest over four years (one-fourth at first anniversary, remainder quarterly/annually) .
- Double-trigger acceleration applies to time-based awards in a change-in-control if employment is involuntarily terminated (see Employment Terms) .
Insider trading plans:
- In Q3 2025, company disclosed adoptions/terminations for certain insiders; no adoption/termination noted for Christopher Freeman under Item 408 (Q3 2025 10-Q) .
Employment Terms
| Scenario | Cash Severance | Equity Acceleration | COBRA Reimbursement |
|---|---|---|---|
| Termination without Cause / Good Reason (non-CIC) | 50% of base salary ($247,500) | None (time-based awards continue only per plan; founders have separate letters) | Up to 6 months; $16,559 illustrative (12/31/2023 scenario) |
| Involuntary Termination in Connection with Change in Control (CIC window) | 100% of base + target bonus ($742,500) | Accelerated vesting of time-based equity awards; illustrative LTI value $2,507,129 (12/31/2023 scenario) | Up to 12 months; $33,118 illustrative |
Key governance:
- Double-trigger CIC provisions for time-based awards; assumed awards vest only upon CIC plus qualifying termination .
- Clawback: Dodd-Frank compliant policy to recoup incentive comp on restatement for prior three years; committee discretion on recovery method .
- No hedging/pledging; no excise tax gross-ups; at-will employment; annual say-on-pay .
Performance & Track Record
- Commercial execution (Investor Day, 2025): EMR footprint expanded to over 1,000 accounts; increased digital ordering; industry-leading turnaround times; managed care wins with major commercial payers; integration of liquid/tissue panels and peripheral modalities (RNA, IHC, germline); commercial bundling and workflows drove broader adoption among U.S. oncologists .
- Company financial trajectory cited in pay-versus-performance: revenue grew from $449.5M (2022) to $563.9M (2023) and $739.0M (2024); adjusted operating loss improved; gross margin targets achieved in 2023 .
Compensation Structure Analysis
- Cash vs. equity mix: Significant equity components (RSUs, options, PSUs) for 2022–2023; PSUs introduced in 2023 increased performance-based equity proportion .
- Annual bonus rigor: 2023 plan weighted 55% operational milestones and 45% financials; targets set above prior year and with high thresholds; total payout 135% of target reflecting strong overachievement on revenue and Adjusted EBITDA .
- Equity award design: PSUs tied to revenue growth (one-year and three-year CAGR) with additional vesting tail; options granted at strikes $28–$110 across 2021–2023 vintages; RSUs with standard four-year vest .
Vesting Schedules and Insider Selling Pressure
- RSUs: Generally four-year schedules; significant unvested RSUs outstanding from 2021–2023 grants, creating periodic vesting events through 2027 .
- Options: Multiple tranches unexercisable and vesting over time with expiries in 2031–2033; strike dispersion ($28.37–$110.49) implies sensitivity to stock price recovery for exercise decisions .
- Trading plans: No 10b5-1 plan adoption/termination disclosed for Freeman in Q3 2025, reducing pre-programmed sale visibility .
Equity Ownership & Pledging
- Ownership level: 79,240 shares beneficially owned (<1% of outstanding) as of 4/15/2024; majority via options exercisable within 60 days .
- Pledging/hedging: Prohibited by policy; none indicated .
- Stock ownership guidelines: ≥1× salary; all NEOs compliant as of 12/31/2023; retention of 20% net-settled shares until compliance .
Employment Terms (Additional)
- Severance Plan tiers: Freeman is Tier 2; non-CIC severance at 50% of base and up to 6 months COBRA; CIC-window severance at 100% of base + target bonus and up to 12 months COBRA; time-based awards accelerate in CIC-window termination .
- Indemnification: Standard Delaware indemnification and contractual advancement for executives .
Investment Implications
- Pay-for-performance alignment: Bonus metrics and 2023 PSU structure emphasize revenue growth and profitability; 135% payout and 200% PSU earn suggest strong operational execution tie-in, albeit with continued vesting risk for PSUs .
- Retention vs. selling pressure: Meaningful unvested RSUs/PSUs and unexercisable options across 2021–2023 vintages reinforce retention; option strikes spanning $28–$110 may create exercise/sale incentives as share price approaches lower strikes; absence of disclosed new 10b5-1 plans in Q3 2025 reduces visibility into planned sales .
- Alignment and governance: Ownership guidelines, clawback, and anti-pledging/hedging policies mitigate misalignment; beneficial ownership is <1%, typical for non-founder NEOs, with alignment primarily via unvested equity and PSUs .
- Execution signal: Commercial updates (EMR integration >1,000 accounts, payer wins) underpin revenue momentum that directly feeds PSU/bonus metrics, a positive indicator for continued performance-linked compensation outcomes .