Helmy Eltoukhy
Guardant HealthAbout Helmy Eltoukhy
Helmy Eltoukhy, Ph.D., 46, is Guardant Health’s co‑founder, Chair of the Board, and Co‑CEO (Chair since Aug 5, 2021; director since 2013). He holds B.S., M.S., and Ph.D. degrees in Electrical Engineering from Stanford and previously developed the first semiconductor sequencing platform at Stanford Genome Technology Center, co‑founded Avantome (sold to Illumina), and led advanced technology research at Illumina.
Under his leadership, Guardant’s 2024 revenue grew 31% to $739.0M and Adjusted EBITDA loss improved to $(257.5)M from $(344.2)M in 2023; the FDA approved and the company launched the Shield blood test for CRC screening with Medicare coverage.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Illumina, Inc. | Senior Director, Advanced Technology Research | 2008–2012 | Led novel chemistries, hardware, and informatics for genetic analysis systems. |
| Avantome, Inc. (acquired by Illumina) | Co‑founder & CEO | 2007–2008 | Commercialized semiconductor sequencing; acquired by Illumina. |
| Stanford Genome Technology Center | Post‑doctoral fellow | 2006 | Developed first semiconductor sequencing platform and base‑calling for NGS. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in the proxy. |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Salary Paid ($) | $1 | $1 | $1 |
| Target Base Salary Framework ($) | — | — | $800,000, delivered as RSUs vesting quarterly (in lieu of cash) |
| Target Annual Bonus (% of base) | — | — | 100% of base (elected as PSUs in lieu of cash) |
Notes: In 2024 the Board transitioned Co‑CEO pay from the prior $1 structure to a market‑based program; both Co‑CEOs requested salary and annual bonus be delivered in equity (RSUs/PSUs).
Performance Compensation
Annual incentive plan structure and 2024 outcomes:
| Metric (2024) | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Revenue (ex‑screening) ($M) | 30% | $670 | $733.9 | 200% |
| Non‑GAAP Gross Margin % (ex‑screening) | 5% | 60% | 64% | 200% |
| Adjusted EBITDA ($M) | 10% | (306) | (257.5) | 200% |
| Oncology product milestones | 25% | Various | Mixed (1 above‑target, 1 below‑threshold; data submission above‑target) | 32.5% weighted |
| Screening R&D (Shield launch & device validation) | 25% | Launch & validation | Launch at target; validation below‑target | 22.5% weighted |
| Employee engagement | 5% | At target | At target | 100% (5% weighted) |
| Total Payout | 100% | — | — | 150% of target |
2024 long-term incentives (LTI): Co‑CEOs each received $5.0M PSUs (3‑yr Revenue CAGR with relative TSR modifier; 3‑yr cliff vest) and $5.0M RSUs (time‑based over 3 years).
Earned 2024 annual PSUs (in lieu of cash bonus): 68,769 PSUs vested in 2025 (based on 150% achievement).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,249,906 shares (2.6% of outstanding) as of Apr 21, 2025. |
| Components | 2,409,290 common held directly; 511,612 options exercisable; 164,288 shares in Children’s Remainder Trust A; 164,716 in Trust B (shared voting/dispositive power). |
| Shares outstanding reference | 123,888,045 shares outstanding on record date. |
| 2024 option exercises | 200,000 shares exercised; $2,940,000 value realized. |
| 2024 stock vested | 45,846 RSUs vested; $1,180,542 value realized. |
| Outstanding awards (12/31/24) | RSUs unvested: 286,533; PSUs earned (annual): 68,769; PSUs unearned (3‑yr): 286,533; Legacy option: 511,612 @ $4.18 expiring 7/14/2027. |
| Ownership guidelines | CEO: 6x base salary; others: 1x; compliance required by later of Jan 1, 2026 or 5‑year anniv; shares from time‑based RSUs count; PSUs/options do not. |
| Hedging/pledging | Hedging and pledging prohibited; also prohibits margin and certain derivatives. |
| Clawback | Dodd‑Frank compliant clawback adopted in 2023 (3 prior years of incentive comp on restatement). |
Vesting mechanics and potential supply:
- RSUs: 1/3 on 1st anniversary; then quarterly thereafter over 3 years.
- 2024 Co‑CEO PSUs (3‑yr): vest March 2027 subject to performance and TSR modifier; negative TSR cap at 100%.
- 2024 annual PSUs (in lieu of cash): vested in March 2025.
Employment Terms
| Scenario | Cash | Equity | Benefits | Notes |
|---|---|---|---|---|
| Non‑CIC Termination (Tier 1) | 12 months base; pro‑rata target bonus | Forward‑vest 1 year service‑based on non‑annual awards; Co‑CEO Annual RSU/PSU accelerate to reflect salary/bonus severance; 2024 LTI RSU full vest if termination on/before 12/31/25; 2024 LTI PSU vests at greater of target or achievement as of termination (if on/before 12/31/25). | 12 months COBRA | “Good Reason”/“Cause” defined; release required. |
| CIC Termination (3 mo before to 12 mo after CIC) | 24 months base; target bonus | Full vest of all equity; PSUs at greater of target or actual as of CIC; Co‑CEO 2024 Annual PSU vests at 200% on CIC termination; if CIC termination occurs by 12/31/24, 2024 LTI PSUs vest at 250% target; if in 2025, greater of 150% target or actual achievement as of termination. | 24 months COBRA | Best‑net cutback for 280G excise. |
| Death/Disability | Co‑CEO PSU treatment: earned PSUs at actual; unearned PSUs at greater of target or achievement. | — | — |
Board Governance and Service
- Role/tenure: Director since 2013; Chair since Aug 5, 2021; not independent (executive).
- Board structure: Combined Chair & Co‑CEO model with a robust Lead Independent Director (Ian Clark) empowered to set agendas, preside executive sessions, and liaison with management.
- Committees: Eltoukhy is not on Audit, Compensation, or Nominating & Corporate Governance committees.
- Attendance: Board held 10 meetings in 2024; all incumbent directors attended at least 75% of board and committee meetings.
- Director compensation: Employee directors (Eltoukhy, Talasaz) receive no director pay.
- Executive sessions: Non‑management directors meet regularly; led by the Lead Independent Director.
Governance implications: Dual Chair/CEO mitigated by strong Lead Independent Director authorities; board independence is 80% (8 of 10).
Director/Executive Compensation Program Design (context)
- 2024 redesign: Co‑CEOs moved from $1 salary/no LTI (2021–2023) to market‑based base ($800k), annual bonus (100% target), and LTI mix (50% PSUs revenue CAGR + TSR modifier, 50% RSUs); both elected to take salary/bonus in equity.
- Consultants: Aon (ongoing) and Meridian (Co‑CEO program redesign) engaged; both deemed independent.
- Peer groups: 2024 revised peers include Natera, Exact Sciences, Myriad Genetics, NeoGenomics, among others.
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 93.6% of votes cast supported NEO compensation. |
Performance & Track Record (selected highlights under Eltoukhy’s leadership)
- 2024 operating performance: Revenue +31% to $739.0M; gross profit $449.2M; Adjusted EBITDA loss improved to $(257.5)M; free cash flow improved to $(274.9)M.
- Shield (CRC screening) milestones: FDA approval July 2024, national U.S. launch and Medicare pricing; first Medicare‑reimbursable order received.
- ASCO 2025: SERENA‑6 showed 56% PFS risk reduction leveraging Guardant360 CDx to guide early therapy switch; Eltoukhy: “landmark study…potentially change clinical practice.”
- Product innovation: “Nearly a dozen” new Smart Liquid Biopsy apps for Guardant360 Liquid (Infinity platform); Eltoukhy: “reveal vital details…from just a blood sample.”
- MRD evidence: Largest stage III colon cancer MRD study (N0147) supports routine ctDNA testing; Eltoukhy: “confirms the test’s ability to…help improve patient outcomes.”
- TSR perspective (value of $100 investment, 12/31/2019 base): Guardant 2024: $39.10 vs NASDAQ Biotech Index $118.20.
TSR table
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Guardant TSR ($ per $100 base) | 164.93 | 128.00 | 34.81 | 34.62 | 39.10 |
| NASDAQ Biotech Index TSR ($) | 126.42 | 126.45 | 113.65 | 118.87 | 118.20 |
Compensation Forensics (alignment, risk, and pressure points)
- Cash vs equity mix: In 2024, Co‑CEOs took base and bonus entirely in equity (RSUs/PSUs), heightening alignment and reducing cash comp; long‑term PSUs tied to multi‑year revenue CAGR with a relative TSR modifier and cap for negative TSR.
- Annual plan rigor: Revenue (ex‑screening) threshold set at ~98% of target with max at 103%; 2024 achieved 200% on all three financial metrics, driving 150% overall payout.
- No hedging/pledging; robust 6x salary ownership guideline; Dodd‑Frank clawback.
- 2024 equity overhang context: Equity plans outstanding 12.94M awards; shares available 14.20M at 12/31/24 (2018 & 2023 plans), with 2018 Plan auto‑increase on Jan 1, 2025.
- Insider selling pressure markers: 200k options exercised by Eltoukhy in 2024; legacy 2017 options (511,612 @ $4.18) expire in 2027; unvested RSUs and PSUs (2025–2027) create periodic vesting‑related supply.
Investment Implications
- Alignment: 2024 redesign plus equity‑only salary/bonus and stringent ownership/anti‑hedging policies enhance pay‑for‑performance and reduce misalignment risk; multi‑year PSUs focus on revenue compounding and relative TSR.
- Retention and M&A optionality: Tier‑1 CIC terms (24‑mo cash; full equity acceleration; Co‑CEO 2024 PSU acceleration up to 250% if early CIC) are retention‑supportive but can magnify dilution in a transaction; monitor governance optics in potential strategic scenarios.
- Execution track record: Material 2024 revenue growth, Shield approval/launch, and expanding clinical evidence base support strategic execution; however, TSR since 2021 remains below biotech index, underscoring the importance of sustained profitable growth and commercialization.
- Trading signals: Watch scheduled RSU/PSU vests through 2027 and any further option exercises ahead of 2027 expiry for supply impact; 2024’s 200k option exercise and RSU vesting provided realized liquidity.