John Saia
Guardant HealthAbout John Saia
Chief Legal Officer and Corporate Secretary of Guardant Health since April 3, 2022; previously Senior Vice President, General Counsel and Corporate Secretary since May 2020. Earlier served as SVP/GC/Corporate Secretary at WageWorks (Jan 2019–Aug 2019) and AcelRx (Apr 2018–Jan 2019), with over a decade at McKesson culminating as Corporate Secretary and Associate General Counsel (ended April 2018); prior roles at the SEC and DOJ. Education: Santa Clara University (cum laude) and J.D. from The George Washington University Law School; age 48 as of April 2021 record date. Company performance metrics used in his incentive framework include revenue and 3-year revenue CAGR in PSUs introduced in 2023 (50% weighting each).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WageWorks, Inc. | SVP, General Counsel & Corporate Secretary | Jan 2019–Aug 2019 | Led global legal and compliance during acquisition by HealthEquity. |
| AcelRx Pharmaceuticals, Inc. | General Counsel & Corporate Secretary | Apr 2018–Jan 2019 | Led worldwide legal and compliance. |
| McKesson Corporation | Corporate Secretary & Associate General Counsel (and prior leadership roles) | ~2007–Apr 2018 (ended Apr 2018) | Senior legal leadership across compliance and corporate governance. |
| U.S. Securities and Exchange Commission | Legal roles | Not disclosed | Federal regulatory experience. |
| U.S. Department of Justice | Legal roles | Not disclosed | Federal enforcement experience. |
External Roles
No external public-company directorships disclosed in executive biographies.
Fixed Compensation
Summary Compensation Table (all values $USD):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Salary | $304,346 | $413,654 | $466,154 | $488,846 | $509,231 |
| Bonus | $30,000 (sign-on) | $30,000 (sign-on) | — | — | — |
| Stock Awards | $1,362,000 | $495,020 | $2,385,451 | $1,220,656 | $1,342,882 |
| Option Awards | $1,234,607 | $577,753 | $3,006,043 | $929,952 | $949,132 |
| Non-Equity Incentive Plan Compensation | $196,800 | $187,454 | $148,177 | $330,750 | $386,250 |
| All Other Compensation | $9,359 | $10,112 | $12,853 | $9,900 | $15,651 |
| Total | $3,137,112 | $1,713,993 | $6,018,678 | $2,980,104 | $3,203,146 |
Annual cash incentive target vs actual:
| Year | AIP Target ($) | Actual Paid ($) | Payout vs Target (%) | Implied Target Bonus % of Salary |
|---|---|---|---|---|
| 2022 | $242,500 | $148,177 | 61.1% (148,177/242,500) | 52.0% (242,500/466,154) |
| 2024 | $257,500 | $386,250 | 150.0% (386,250/257,500) | 50.6% (257,500/509,231) |
Notes:
- 2024 AIP design includes financial metrics plus operational/engagement components with threshold 50% and max 200% of target; payout components may use linear interpolation between bands.
- 2020–2021 “Bonus” amounts are sign-on awards subject to clawback per offer letter terms.
Performance Compensation
Key equity grants and structures:
| Grant Type | Grant Date | Shares/Units | Exercise Price | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Stock Options | Aug 8, 2022 | 60,548 | $54.50 | $2,055,090 | 4-year; time-based. |
| RSUs | Aug 8, 2022 | 30,274 | — | $1,649,933 | 4-year; 25% on Apr 15, 2023, then equal annual amounts for 3 years. |
| Stock Options | Nov 7, 2022 | 31,166 | $47.20 | $950,953 | 4-year; time-based. |
| RSUs | Nov 7, 2022 | 15,583 | — | $735,518 | 4-year; time-based. |
| PSUs (Revenue & 3Y CAGR) | Feb 26, 2024 | Target 17,063; Threshold 3,199; Max 38,392 | — | $343,649 | 3-year performance period ending 2025; revenue and 3Y CAGR weighted 50% each. |
| RSUs | Nov 8, 2024 | 34,926 | — | $999,233 | Time-based vesting. |
| Stock Options | Nov 8, 2024 | 52,389 | $28.61 | $949,132 | 10-year term; time-based. |
Vesting and realization:
- 2024 Stock Vested: 29,118 RSUs vested with $655,579 value realized.
- 2022 Stock Vested: 5,291 RSUs vested with $340,542 value realized.
Equity Ownership & Alignment
Beneficial ownership (as of April 21, 2025):
| Holder | Shares Beneficially Owned | Shares Outstanding | Ownership % |
|---|---|---|---|
| John Saia | 174,331 | 123,888,045 | 0.14% (174,331 / 123,888,045) |
Stock ownership guidelines and policies:
- Ownership guideline: 1x base salary for executive officers; compliance required by the later of Jan 1, 2026 or fifth anniversary of becoming subject. Outstanding time-based RSUs count; options and PSUs do not.
- Compliance status: As of Dec 31, 2024, all NEOs were in compliance or expected to be within the compliance period.
- Anti-hedging/anti-pledging: Hedging, pledging, margining, short sales, and derivatives in company stock are prohibited by Insider Trading Policy.
Outstanding equity at FY2024 year-end (John Saia):
-
Options (exercisable/unexercisable, strike, expiry):
- 7/22/2020: 24,824 exercisable; exercise price $82.83; expires 7/22/2030.
- 11/2/2021: 6,839 exercisable / 1,579 unexercisable; $117.61; expires 11/2/2031.
- 8/8/2022: 40,364 exercisable / 20,184 unexercisable; $54.50; expires 8/8/2032.
- 11/7/2022: 16,881 exercisable / 14,285 unexercisable; $47.20; expires 11/6/2032.
- 6/9/2023: 9,084 exercisable / 9,176 unexercisable; $32.86; expires 6/9/2033.
- 12/13/2023: 11,521 exercisable / 18,340 unexercisable; $28.37; expires 12/13/2033.
- 11/8/2024: 52,389 unexercisable; $28.61; expires 11/8/2034.
-
RSUs (unvested counts and market value):
- 11/2/2021: 790 unvested; $24,135 market value.
- 8/8/2022: 15,137 unvested; $462,435.
- 11/7/2022: 7,792 unvested; $238,046.
- 6/9/2023: 6,117 unvested; $186,874.
- 12/13/2023: 13,338 unvested; $407,476.
- 2/26/2024: 34,926 unvested; $1,066,989.
-
PSUs (as of YE2024):
- 6/7/2023: 7,792 PSUs; $238,046; unearned portion 3,896; $119,023.
- 2/26/2024: 17,062 PSUs; $521,244; unearned portion 8,532; $260,653.
Employment Terms
- Severance Plan (Sept 2018): For non-CIC terminations, severance equals 50–100% of base salary; for terminations from 3 months prior to 1 year after a CIC, severance equals 100–150% of base salary plus target cash bonus; up to 18 months health benefit continuation; subject to release and restrictive covenants.
- Double-trigger vesting: Time-based equity vests only upon both CIC and termination of employment.
- At-will; no employment contracts; no excise tax gross-ups.
Potential payments (as of Dec 31, 2022 illustrative scenario):
| Scenario | Cash Severance ($) | Long-Term Incentives ($) | Executive LTD ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination in connection with CIC | 727,500 | 1,542,322 | — | 2,269,822 |
| Termination without Cause or for Good Reason (non-CIC) | 242,500 | — | — | 242,500 |
| Death or Disability | — | — | 1,608,000 | 1,608,000 |
Performance Compensation – Metrics and Payouts
| Plan/Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2023–2025 PSUs – Revenue | 50% | Not disclosed | Not disclosed | Earnout post-2025 | 3-year performance; cliff based on results. |
| 2023–2025 PSUs – 3-year Revenue CAGR | 50% | Not disclosed | Not disclosed | Earnout post-2025 | 3-year performance; cliff based on results. |
| 2024 Annual Cash Incentive (composite AIP) | N/A | $257,500 target | Paid $386,250 | 150% of target | Annual cash payout; linear interpolation between thresholds. |
| 2022 Annual Cash Incentive (composite AIP) | N/A | $242,500 target | Paid $148,177 | 61% of target | Annual cash payout; max 200% of target. |
Compensation Structure Analysis
- Equity-heavy mix in 2022 driven by promotion grants (RSUs $2.39M; options $3.01M) transitioning to more balanced grants in 2023–2024 (RSUs $1.22M/$1.34M; options $0.93M/$0.95M).
- Introduction of PSUs in 2023 increases at-risk pay tied to multi-year revenue and CAGR outcomes.
- Annual cash incentive outcomes show variability aligned to performance (2022 at 61% of target; 2024 at 150% of target).
- Governance safeguards: double-trigger vesting on CIC; no employment agreements; anti-hedging/pledging; ownership guidelines and 20% net-settled share retention until compliance.
Risk Indicators & Red Flags
- Anti-hedging/pledging policy mitigates misalignment risk; no pledging permitted.
- No excise tax gross-ups and no employment contracts reduce shareholder-unfriendly provisions.
- Equity concentration via multiple option strikes (ranging $28.37–$117.61) can create retention incentive; RSU vesting adds potential selling flows but tempered by 20% retention rule until guideline compliance.
Equity Ownership & Alignment – Additional Detail
- 2024 vesting activity: 29,118 RSUs vested for $655,579 value realized; no options exercised, reducing immediate selling pressure from options.
- As of YE2024, substantial unvested RSU/PSU overhang supports continued alignment over a multi-year horizon.
Investment Implications
- Pay-for-performance alignment appears robust: PSUs now 50% tied to revenue and 50% to multi-year CAGR, making legal leadership’s equity outcomes dependent on commercial execution and growth durability.
- Cash incentive variability (61% of target in 2022 vs. 150% in 2024) indicates responsive annual pay tied to operational results; monitor AIP metric calibration and payout caps for future cycles.
- Retention risk looks mitigated by ongoing unvested equity, 10-year option lives, ownership guidelines, and anti-hedging/pledging restrictions; near-term selling pressure from RSU vesting is moderated by the 20% net-settled retention requirement until guideline compliance.
- Change-in-control economics feature double-trigger vesting and cash severance approximating 1x base plus target bonus for other NEOs (John’s illustrated CIC severance ~$2.27M including LTI), an investor-friendly stance vs single-trigger structures.