Ian Clark
Guardant HealthAbout Ian Clark
Ian Clark, age 64, has been Guardant Health’s Lead Independent Director since 2017. He is the former CEO of Genentech Inc. (2010–2016) and served 14 years there, including 12 years on the Executive Committee; prior roles span Novartis, Sanofi, Ivax, and Searle across the UK, Canada, Eastern Europe, and France. He holds a B.Sc. and an honorary doctorate in biological sciences from Southampton University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech Inc. | Chief Executive Officer; Executive Committee member; SVP/GM BioOncology; EVP Commercial Operations | 2002–2016 (CEO 2010–2016) | Led executive committee; commercial leadership in oncology |
| Novartis; Sanofi; Ivax; Searle | Various leadership roles | ~20 years pre‑Genentech | Global commercial and operating experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Takeda Pharmaceutical Company Limited | Director | Current | Large-cap pharma board experience |
| Olema Pharmaceuticals, Inc. | Director | Current | Biotech board experience |
| Kyverna Therapeutics Inc. | Director | Current | Autoimmunity/cell therapy |
| Corvus Pharmaceuticals, Inc. | Director | Current | Oncology biotech |
| GoodRx Holdings, Inc. | Director | Current | Consumer health platform |
| Prior boards (selected) | Director | Former | Shire, Kite Pharma, Gyroscope, Forty Seven, Agios, Dendreon, Vernalis, AVROBIO |
| Advisory roles | Advisor | Current/Former | KKR; previously Lazard, Blackstone Life Sciences, Perella Weinberg Partners |
Board Governance
- Independence: Board determined Ian Clark is independent under Nasdaq and SEC rules; no material relationships affecting judgment .
- Roles: Lead Independent Director; Chair, Nominating & Corporate Governance Committee .
- Lead Independent Director responsibilities: Presides over non-management and executive sessions; approves schedules/agendas; liaison between independent directors and Co‑CEOs/Chair .
- Attendance: Board met 10 times in 2024; all incumbent directors attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committees (2024): Governance (Chair); not listed on Audit or Compensation; Governance met 4 times in 2024 .
- Executive sessions: Lead Independent Director presides; non-management directors meet regularly without management .
- Overboarding: Governance Committee noted Mr. Clark may be deemed “overboarded” under certain investor/proxy advisor policies, but cited strong attendance, preparedness, and leadership as LID; not up for re‑election in 2025 .
Fixed Compensation
| Component | Structure | 2024 Amount (Ian Clark) | Vesting |
|---|---|---|---|
| Annual RSU | Equity-only director program; no cash retainers | $257,522 (includes $212,500 annual RSU + $45,000 Lead Independent Director RSU) | Vests fully at earlier of 1-year from grant or next annual meeting; LID RSU vests on same schedule |
| Annual Stock Options | Equity-only; Black-Scholes valuation basis | $212,746 | Vests fully at earlier of 1-year from grant or next annual meeting; exercise price = fair market value at grant |
Program design: Non‑employee directors receive initial awards (RSUs + options) and annual awards (RSUs + options). LID receives additional $45,000 RSU annually. No cash fees or meeting fees; no incremental committee fees .
Performance Compensation
- Directors do not receive performance-based equity (no PSUs tied to metrics) under the director program; compensation is RSUs and stock options only .
| Metric | Weight | Threshold/Target | 2024 Outcome |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | N/A |
Other Directorships & Interlocks
| Type | Detail | Potential Interlock/Conflict Signal |
|---|---|---|
| Public company boards | Takeda; Olema; Kyverna; Corvus; GoodRx | Multiple concurrent directorships; Governance Committee assessed overboarding policies and affirmed engagement and attendance |
| Related-party transactions | Company policy in place; none reported for FY2024 | No related person transactions >$120k disclosed |
Expertise & Qualifications
- Senior executive leadership and biotech domain expertise (Genentech CEO; extensive oncology commercialization) .
- Global/international experience and corporate strategy/M&A; board leadership across large and emerging biopharma and healthcare technology .
- Recognized as “audit committee financial expert” by Board (general statement of audit expertise applies to multiple directors; Mr. Clark noted among those designated) .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 50,524 (<1% of outstanding) | Less than 1% |
| Options exercisable/unexercisable | 34,001 options outstanding as of Dec 31, 2024 | Exercise price set at grant; director program options vest per annual schedule |
| RSUs outstanding | 8,088 RSUs as of Dec 31, 2024 | Annual vesting schedule |
| Indirect holdings | 8,435 shares via Thornton‑Clark Family Trust | Shared voting/dispositive power |
| Hedging/pledging | Prohibited under Insider Trading Policy | Anti‑hedging and anti‑pledging policies apply |
| Ownership guidelines | $250,000 minimum for non‑employee directors; 20% net‑share retention until compliant | Compliance assessed within allowed period |
Governance Assessment
- Alignment: Director pay is entirely equity-based with 1‑year cliff vesting and an added LID RSU, promoting ownership and at‑risk alignment; no cash retainers or meeting fees .
- Independence & engagement: Affirmed independent; strong attendance; presides over executive sessions; approves agendas/schedules—supports board effectiveness .
- Policies: Robust stock ownership guidelines; clawback policy (Dodd‑Frank) adopted in 2023; anti‑hedging/anti‑pledging; annual compensation risk assessment .
- Shareholder signals: 2024 Say‑on‑Pay support at 93.6%, reflecting positive investor sentiment toward compensation governance broadly .
- Red flags: Potential “overboarding” highlighted by Governance Committee (risk under some policies), but mitigated by documented attendance and LID leadership; no related‑party transactions disclosed .
Overall: Ian Clark’s extensive biopharma leadership, independent status, and active LID role are positives for board oversight. Equity-only director compensation and ownership policies enhance alignment. The overboarding note warrants continued monitoring, but current attendance/engagement mitigates investor confidence risk .