Craig Eagle

About Craig Eagle

Craig Eagle, M.D., is Guardant Health’s Chief Medical Officer (CMO) since April 2021, previously VP of Medical Affairs Oncology at Genentech (2019–2021) and senior oncology leadership roles at Pfizer (2009–2019). He is a medical graduate of the University of New South Wales, completed specialist training in hemato‑oncology and laboratory hematology, and holds FRACP and FRCPA fellowships . As of the 2023 proxy record date, he was 56 and has served as CMO since April 2021 . Company performance metrics used for executive pay include revenue, gross margin and adjusted EBITDA; in 2021 Guardant revenue rose 30% to $373.7M with 67% gross margin and adjusted EBITDA loss of $231.5M, driving a 109% annual incentive pool payout for executives, evidencing pay tied to growth and operational execution .

Past Roles

External Roles

Fixed Compensation

Notes:

• 2021 annual incentive program payouts were determined from revenue, gross margin, adjusted EBITDA and operational milestones, funded at 109%; Eagle’s approved payout was 96% (prorated) yielding $186,390 .

Performance Compensation

Annual Incentive Plan – Financial and Operational Metrics (2021)

Long‑Term Incentives – 2023 PSUs (Performance Orientation)

• PSUs vest over a three‑year period ending 2025 based on: (i) 2023 one‑year revenue growth (50% weight) and (ii) 2023–2025 revenue CAGR (50% weight) .
• Craig Eagle PSU target: 13,713 units (target value $704,000) .

Long‑Term Incentives – 2023 Supplemental Grants (Retention and Performance Mix)

Initial Equity on Hire (2021 Offer Letter)

• RSUs valued at ~$2,000,000, vest ratably over 4 years from grant date .
• Stock options valued at ~$2,000,000; vest 25% at first anniversary of start date (April 2022), then 1/48 per month thereafter .

Equity Ownership & Alignment

Policies and Guidelines:

• Stock ownership guidelines: executives must hold at least 1× base salary; compliance deadline is later of Jan 1, 2026 or fifth anniversary of becoming subject. As of Dec 31, 2023, all NEOs were in compliance; until compliant, retain 20% of net‑settled shares for one year post‑vesting .
• Anti‑hedging and anti‑pledging: officers/directors/employees prohibited from hedging, pledging, short sales, margin purchases, and derivative transactions in GH stock .

Vesting/Selling Pressure Indicators:

Interpretation:

• RSU vesting cadence plus required net‑share retention mitigates near‑term selling pressure; no pledging permitted under policy . Ownership remains <1%, limiting direct voting influence, but options/RSUs indicate continued alignment through unvested/option exposure .

Employment Terms

• Start date: April 21, 2021 under Eagle Offer Letter .
• Cash compensation: base salary $475,000 on hire; target bonus 50% of salary .
• Sign‑on bonus: $2,370,000; prorated clawback if voluntary departure before 24 months .
• Restrictive covenants: confidentiality, invention assignment, customer restrictions, and a one‑year employee non‑solicitation .

Severance and Change‑in‑Control (CIC):

• Executive Severance Plan (Tier 2 participant):
  • 2023/2024 plan terms: Termination without cause/for good reason, outside CIC window → 50% of base salary and up to 6 months COBRA; CIC window (3 months before to 1 year after CIC) → 100% of base salary + target bonus; accelerate vesting of time‑based equity; up to 12 months COBRA .
  • 2025 amended and restated plan (adopted 2024): Outside CIC → 12 months base salary and prorated annual target bonus; 12 months COBRA. CIC termination (double trigger) → 18 months base salary (Tier 2), full annual target bonus, 18 months COBRA, and full vesting of outstanding equity with performance goals deemed achieved at the greater of target or actual achievement as of CIC .
• Sample quantified CIC exposure (as of 12/31/2022): Cash severance $733,500; long‑term incentives acceleration value $1,049,349; benefits $24,147; totaling $1,806,996 (illustrative SEC table) .

Compensation Structure Analysis

• Mix evolution: Introduction of PSUs in 2023 increases performance‑linked equity versus prior time‑based RSUs/options; PSU metrics emphasize near‑term revenue growth and 3‑year CAGR, tightening pay-for-growth alignment .
• Supplemental grants (June 2023) reflect competitive retention dynamics; mix of options (no value unless stock appreciates) and RSUs (time‑based) balances retention with performance orientation .
• Annual incentive pool funding tied to financial/operational outcomes (109% in 2021) suggests discipline with negative discretion on EBITDA weighting, avoiding windfalls .
• Payouts: Eagle’s annual incentive payouts track metric outcomes (e.g., $186,390 in 2021, $157,262 in 2022, $337,500 in 2023), consistent with stated targets and achieved results .

Governance and Committee References

• Compensation Committee members in 2022: Ian Clark (Chair), Samir Kaul, Vijaya Gadde, Meghan Joyce .

Investment Implications

• Alignment: Strong performance linkage via 2023 PSUs focused on revenue growth and multi‑year CAGR; supplemental options ensure upside only with stock appreciation, supporting investor‑aligned incentives .
• Retention risk: Market‑driven supplemental grants and explicit discussion of “war for talent” indicate competitive poaching risk; equity cadence mitigates via multi‑year vesting and ownership guidelines requiring net‑share retention .
• CIC economics: 2025 restated plan increases CIC severance and accelerates all equity (performance deemed at least target), potentially raising acquisition‑related costs and creating event‑driven value crystallization; double‑trigger design reduces passive windfall risk absent termination .
• Selling pressure: Regular RSU vesting creates supply, but anti‑pledging/hedging policies and mandatory retention dampen immediate sell‑through; ownership remains <1%, implying limited governance influence but material unvested exposure that incentivizes long‑term performance .
• Execution focus: Annual incentive metrics and 2021 outcomes (revenue +30%, gross margin 67%) show compensation responds to operational execution; increased use of PSUs suggests continued emphasis on growth scaling amid commercialization milestones (e.g., market expansion efforts) .

Overall, Eagle’s package combines competitive cash with multi‑year equity heavily tied to growth, retention safeguards, and stringent anti‑hedging/pledging—supportive of alignment, though the 2025 CIC enhancements increase potential change‑of‑control payouts and accelerate equity at least at target, which investors should factor into M&A scenarios **[1576280_0001193125-25-103890_d903354ddef14a.htm:74]** **[1576280_0001193125-24-113951_d630233ddef14a.htm:52]** **[1576280_0001193125-24-113951_d630233ddef14a.htm:61]**.