Manuel Hidalgo Medina
Guardant HealthAbout Manuel Hidalgo Medina
Independent director at Guardant Health since July 17, 2024; age 57. Dr. Hidalgo is Chief of the Division of Hematology and Medical Oncology at Weill Cornell Medicine and NewYork‑Presbyterian/Weill Cornell (Walter B. Wriston Professor of Pancreatic Cancer Research), and serves on the Board of Directors of Bristol‑Myers Squibb Company. He holds an M.D. (University of Navarra) and a doctorate in infectious diseases and cancer (Universidad Autónoma de Madrid), with residency in Medical Oncology (Hospital 12 de Octubre, Madrid) and fellowship at UT Health Science Center, San Antonio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beth Israel Deaconess Medical Center; Rosenberg Clinical Cancer Center; Harvard Medical School | Chief of Hematology; Clinical Director; Theodore W. & Evelyn G. Berenson Professor of Medicine | 2015–2019 | Led division and clinical center; academic leadership at HMS |
| Spanish National Cancer Research Centre (CNIO), Madrid | Leadership positions | Not specified | Translational/clinical research leadership in oncology |
| Kimmel Comprehensive Cancer Center | Director, GI Oncology Program | Not specified | Led GI oncology program |
| UT Health Science Center, San Antonio | Assistant Professor of Medicine; Oncology Fellowship | Not specified | Academic/clinical oncology training and teaching |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Weill Cornell Medicine / NewYork‑Presbyterian/Weill Cornell | Chief, Hematology & Medical Oncology; Walter B. Wriston Professor | 2019 | Oversees clinical and translational research |
| Bristol‑Myers Squibb Company | Director (Public company) | Not specified | Current public company directorship (potential interlock to monitor) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Dr. Hidalgo is independent under Nasdaq and SEC rules |
| Committee assignments | Nominating & Corporate Governance Committee (member) |
| Committee chair roles | None (not a chair) |
| Board attendance (2024) | All incumbent directors attended ≥75% of Board and committee meetings; Dr. Hidalgo joined 7/17/2024 |
| Director since | 2024 (Class II; term expiring 2026 annual meeting) |
| Executive sessions | Independent directors meet in executive session regularly; led by Lead Independent Director |
| Governance Committee scope | Board composition/refresh, nominations, succession planning, governance structure, corporate responsibility and certain IT/cyber regulatory oversight, Code of Conduct, board/committee self-evaluations |
Fixed Compensation (Non‑Employee Director Pay Program)
| Component | Amount/Terms | 2024 Amount for Dr. Hidalgo |
|---|---|---|
| Cash retainer | None (no cash paid to directors; reasonable expenses reimbursed) | $0 |
| Committee/meeting fees | None (no additional compensation for committee service or meeting attendance) | $0 |
| Initial equity awards (upon joining) | RSU with $362,500 grant‑date value; stock option with $362,500 grant‑date value; option exercise price = FMV on grant date; initial awards vest over 4 years (25% at 1st anniversary, remainder monthly); full vest on death/disability/termination without cause/change in control | RSU grant‑date value $362,509; option grant‑date value $362,772 (joined 7/17/2024; RSU price reference $32.55 on 7/17/2024) |
| Annual equity (if eligible) | RSU $212,500 + option $212,500; vests on earlier of 1 year or next annual meeting; subject to continued service | Not applicable for 2024 due to mid‑year appointment (received initial award) |
| Lead Independent Director (LID) equity | Additional $45,000 RSU (if serving as LID) | Not applicable |
Performance Compensation
Guardant does not utilize performance‑conditioned equity for director compensation; all director equity is time‑based vesting. No cash bonus, no performance metrics, and no meeting/committee performance fees are used for directors .
| Performance Metric | Weighting | Threshold/Target/Max | 2024 Outcome |
|---|---|---|---|
| None disclosed for directors | — | — | Not applicable |
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Considerations |
|---|---|---|
| Bristol‑Myers Squibb Company (BMY) | Director | GH disclosed no related person transactions in 2024; Audit Committee reviews/approves any related person transactions per policy. Continue monitoring for potential business dealings given biopharma collaborations sector‑wide . |
Related‑party governance: Audit Committee oversees related‑person transactions under a formal policy; none were reported for FY2024 .
Expertise & Qualifications
- Precision oncology/clinical development leadership; extensive translational and clinical research expertise in anticancer drug development .
- Academic leadership (division chief; endowed professorship) at Weill Cornell; prior leadership at CNIO, Kimmel Comprehensive Cancer Center .
- Education: M.D. (University of Navarra); Doctorate in infectious diseases and cancer (Universidad Autónoma de Madrid); residency in Medical Oncology (Hospital 12 de Octubre, Madrid); fellowship UT Health San Antonio .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 4/21/2025) | 0 shares; <1% | Beneficial ownership includes only shares/awards vesting within 60 days; Dr. Hidalgo reported 0 . |
| RSUs outstanding (12/31/2024) | 11,137 | Outstanding RSUs as of year‑end 2024 . |
| Stock options outstanding (12/31/2024) | 17,029 | Outstanding options as of year‑end 2024 . |
| Shares pledged | 0 (prohibited by policy) | Company policy prohibits pledging, hedging, short sales, and certain derivatives in GH stock . |
| Director stock ownership guideline | $250,000 (≈5× $50,000 cash retainer benchmark) | Directors and NEOs subject to ownership guidelines; compliance by later of Jan 1, 2026 or 5th anniversary; unexercised options and unearned PSUs do not count; 20% net‑share retention until guideline met . |
Governance Assessment
- Strengths
- Independent director with deep oncology domain expertise; sits on the Nominating & Corporate Governance Committee, which oversees board composition, succession, governance structure, and certain compliance/cyber responsibilities—valuable for board effectiveness in a regulated diagnostics/biotech context .
- Good engagement: all incumbent directors (including 2H24 appointees) met ≥75% attendance in 2024; all directors attended the 2024 annual meeting .
- Alignment: director pay is 100% equity (no cash retainers/fees), with clear vesting and CIC protections; promotes long‑term alignment and avoids meeting‑driven incentives .
- Risk controls: robust anti‑hedging/anti‑pledging policy; stock ownership guidelines with mandatory net‑share retention until compliance; formal related‑party transaction policy with Audit Committee oversight; no related‑party transactions in 2024 .
- Shareholder support signal: Say‑on‑Pay passed with 93.6% approval at 2024 AGM, indicating broad investor confidence in compensation governance (contextual governance indicator) .
- Watch items
- External public board: Bristol‑Myers Squibb directorship introduces a potential interlock risk if GH were to enter material arrangements with BMY; none disclosed for 2024. Maintain ongoing monitoring via 8‑Ks/10‑Ks for any future related‑party exposure; Audit Committee has clear approval authority .
- Early tenure: Joined mid‑2024; full evaluation of engagement and impact will benefit from a complete annual cycle of board/committee work .
No RED FLAGS identified for conflicts, low attendance, hedging/pledging, or related‑party transactions in 2024 disclosures .
Key director compensation details (2024): RSU grant $362,509 and option grant $362,772 as initial awards upon appointment on 7/17/2024; no cash retainers/fees **[1576280_0001193125-25-103890_d903354ddef14a.htm:23]** **[1576280_0001193125-25-103890_d903354ddef14a.htm:21]** **[1576280_0001193125-25-103890_d903354ddef14a.htm:22]**.