Kumud Kalia
Guardant HealthAbout Kumud Kalia
Kumud Kalia is Guardant Health’s Chief Information Officer, serving since January 2021; he is 59 years old and brings multi-sector CIO leadership across cybersecurity, cloud infrastructure, and large-scale operations . He holds a Master’s degree in Information and Cyber Security (UC Berkeley) and an honors degree in Electronic Engineering (Bangor University), is a chartered engineer, and a Fellow of both the Institution of Engineering and Technology and the British Computer Society . Company performance underpinning executive incentives: 2024 revenue grew 31% to $739.0M, non-GAAP net loss improved, and Adjusted EBITDA loss narrowed, with Shield securing FDA approval and launch—key achievements tied to the executive annual incentive and PSU frameworks emphasizing revenue growth and relative TSR modifiers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cylance, Inc. | Chief Information and Technology Officer and other executive roles | Mar 2018–Jun 2019 | Led cybersecurity and technology functions at an endpoint security innovator |
| Akamai Technologies | Chief Information Officer | Oct 2011–Feb 2018 | Directed global IT and platform operations at a leading content delivery/network services provider |
| Direct Energy (U.S. & Canada) | CIO; EVP Customer Operations at departure | Mar 2005–Jan 2011 | Ran enterprise IT and customer operations for a major energy/services business |
| Qwest Communications International (Business Markets Group) | VP & CIO | 2002–2004 | Led business markets IT strategy and execution for a telecom carrier |
| Dresdner Group (North America) | Chief Information Officer | 1998–2002 | Oversaw IT for an investment banking group’s North American operations |
| Various investment banks | Technology, operations, strategy roles | Earlier career | Delivered technology/operations strategy in financial services |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of California, Berkeley | Master’s in Information and Cyber Security | N/A | Advanced credentials in cybersecurity supporting CIO mandate |
| Bangor University | Honors degree in Electronic Engineering | N/A | Foundational engineering expertise |
| Institution of Engineering and Technology | Fellow | N/A | Professional recognition; technical leadership |
| British Computer Society | Fellow | N/A | Professional recognition; technology standards engagement |
| Chartered Engineer (UK) | Chartered Engineer | N/A | Demonstrates engineering competence and ethics |
Fixed Compensation
| Component | Kumud Kalia (CIO) | Company Program Notes |
|---|---|---|
| Base salary | Not disclosed in proxy | Base salary set considering role, skills, market, internal equity; 2024 NEO base salaries ranged $450k–$800k (Co-CEOs received RSUs in lieu of cash) |
| Target bonus % | Not disclosed in proxy | Annual incentive plan for executive officers uses pre-established company performance metrics; Co-CEOs at 100% of base, other NEOs at 50% |
| Actual bonus paid (2024) | Not disclosed in proxy | 2024 annual incentive achievement was 150% of target company-wide; Co-CEOs paid in PSUs, other NEOs in cash |
The proxy provides detailed compensation tables for NEOs but does not itemize CIO-specific cash compensation. Executive officers (including the CIO) are covered by the same annual plan structure and governance framework described below .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Oncology product milestones (launches, clinical data) | 25% | Pre-set milestones | One launch above-target; one below-threshold; data submission above-target | 32.5% weighted payout | Annual cash (NEOs) or PSUs (Co-CEOs); executives’ plan uses corporate measures |
| Screening R&D (Shield launch; device validation) | 25% | FDA approval & validation | Shield launch at target; device validation below-target | 22.5% weighted payout | Same as above |
| Revenue excluding screening | 30% | $670M | $733.9M | 200% for this metric; 60% weighted payout | Annual plan payout based on corporate results |
| Non-GAAP gross margin (ex-screening) | 5% | 60% | 64% | 200% for this metric; 10% weighted payout | Annual plan payout |
| Adjusted EBITDA (loss) | 10% | $(306)M | $(257.5)M | 200% for this metric; 20% weighted payout | Annual plan payout |
| Employee engagement | 5% | Benchmark score | Achieved at target | 5% weighted payout | Annual plan payout |
| Total annual incentive achievement | 100% | — | — | 150% of target overall | Co-CEOs received PSUs that cliff vested March 2025; other NEOs received cash; framework applies to executive officers |
Long-term incentive design:
- PSUs: 3-year revenue CAGR (2024–2026) with a relative TSR modifier vs Nasdaq Biotechnology Index; negative TSR caps payouts at 100% of target .
- Additional one-year revenue PSUs for NEOs other than Co-CEOs; achieved 200% with vesting in March 2025, January 2026, and January 2027, subject to service .
- RSUs: 3-year vesting to reinforce retention and ownership .
- Options (for NEOs other than Co-CEOs): 10-year term, strike at grant-date close, 3-year vesting with first third after year one .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (CIO) | Not individually disclosed in 2025 proxy; ownership table itemizes directors/NEOs and group totals, not CIO |
| Stock ownership guidelines | Executives must maintain robust levels of stock ownership; those below minimum must hold shares acquired through equity awards; aligns interests with shareholders |
| Hedging/pledging | Prohibited for employees and non-employee directors; margin and short sales also prohibited (strong alignment signal) |
| Clawback policy | Adopted Nov 2023; designed to recoup incentive compensation paid based on erroneously prepared financial statements |
| Lock-up during 2025 offering | Directors and executive officers subject to a restricted period ending 30 days after the final prospectus; carve-outs include tax-withholding transfers, 10b5-1 plans with restrictions, limited “sell-to-cover/open market” up to 10,500 aggregate shares across all directors and executive officers during the restricted period |
| Indemnification | Indemnification agreements in place for each executive officer and director; bylaw and charter protections consistent with Delaware law |
Employment Terms
| Provision | Executives (including CIO) |
|---|---|
| Employment status | At-will; no guaranteed employment agreements for a fixed term |
| Severance plan (Non-CIC) | For NEOs other than Co-CEOs: cash severance, pro rata target annual bonus, and health benefit continuation; participants defined by plan |
| Severance plan (CIC window) | For qualifying terminations from 3 months before to 1 year after a CIC: enhanced cash severance, target cash bonus, health benefit continuation, and full vesting of all outstanding equity grants (double-trigger) |
| Co-CEO severance | Separate provisions commensurate with their roles (cash severance, equity acceleration, benefits) |
| Non-compete / non-solicit | Company disclosed restrictive covenants for specific hires (e.g., CPO) including a one-year employee non-solicit; broader executive covenant specifics for CIO not disclosed |
| Clawback | Policy administered by Compensation Committee; applies to executive officers |
| Governance | Annual compensation risk assessment; independent compensation consultants; peer benchmarking |
Investment Implications
- Alignment: Prohibition on hedging/pledging and robust stock ownership guidelines support long-term alignment; PSUs tied to multi-year revenue CAGR with relative TSR modifier sharpen pay-for-performance linkage .
- Retention risk: 3-year PSU/RSU vesting and executive severance protections (double-trigger equity acceleration on CIC) reduce near-term departure risk but can increase CIC transaction costs and dilution if triggered .
- Trading signals: November 2025 lock-up limits near-term insider selling; permitted 10b5-1 plans cannot execute sales before lock-up ends, and “sell-to-cover/open market” is constrained to an aggregate 10,500 shares across all directors and executive officers, dampening potential selling pressure into the offering window .
- Pay governance: Strong 2024 Say-on-Pay support (93.6%) suggests investor endorsement of compensation design; ongoing use of independent consultants and peer benchmarking reduces pay inflation and misalignment risk .
- Data gaps: The proxy does not disclose CIO-specific cash compensation or individual equity holdings; monitor Form 4 filings and future proxies for updated ownership and grant detail to refine skin-in-the-game analysis .