Michael Bell
Guardant HealthAbout Michael Bell
Michael Bell is Guardant Health’s Chief Financial Officer, serving since January 2021; he is 56 years old and holds a B.Sc. in Mathematics with Computing from the University of Leicester and is a Fellow of the Institute of Chartered Accountants in England & Wales . Under his tenure, Guardant’s 2024 revenue grew 31% to $739.0 million, with adjusted EBITDA loss improving to $(257.5) million and non-GAAP net loss improving to $(247.2) million . Guardant’s cumulative TSR (value of a $100 investment from 12/31/2019) stood at $39.10 in 2024 versus $118.20 for the NASDAQ Biotechnology Index peer group, highlighting the importance of revenue-linked PSU design and TSR modifiers in executive pay alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CareDx, Inc. | Chief Financial Officer | Apr 2017 – Dec 2020 | Led finance at precision medicine company focused on transplantation |
| Metabiota, Inc. | Chief Financial Officer | Jan 2016 – Mar 2017 | Oversaw finance for infectious disease risk analytics business |
| Singulex, Inc. | Chief Financial Officer | May 2012 – Jan 2016 | CFO at clinical diagnostics company |
| Novartis Diagnostics | CFO; Sr. Director, Global Head of Finance | CFO: 2011–2012; Sr. Dir: 2008–2011 | Finance leadership at global blood screening solutions provider; global finance head |
| Ernst & Young; Deloitte (UK) | Public Accounting | Early career | Audit and accounting foundation at Big Four firms |
External Roles
- No public company board roles or external directorships disclosed for Michael Bell .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $466,077 | $482,000 | $535,000 |
| Target Bonus (%) | — | — | 50% of base salary |
| Target Bonus ($) | — | — | $275,000 (50% of $550,000 year-end base) |
| Actual Bonus Paid ($) | $154,958 | $327,375 | $412,500 (150% payout) |
Notes:
- 2024 base salary was increased to $550,000 at year-end, a 13% increase vs 2023; table shows salary paid during year; target bonus is set off year-end base .
Performance Compensation
Annual incentive framework (applies to all NEOs, including CFO)
| Metric | Weighting | Target | Actual | Payout % | Weighted Payout % |
|---|---|---|---|---|---|
| Oncology product milestones | 25% | Product launches, data submission | Mixed: one launch above-target, one below-threshold; data above-target | — | 32.5% |
| Screening R&D (Shield + device validation) | 25% | FDA approval + validation | Shield at target; validation below-target | — | 22.5% |
| Revenue excl. screening ($MM) | 30% | $670 | $733.9 | 200% | 60% |
| Non-GAAP Gross Margin % excl. screening | 5% | 60% | 64% | 200% | 10% |
| Adjusted EBITDA ($MM) | 10% | $(306) | $(257.5) | 200% | 20% |
| Employee Engagement | 5% | — | At target | 100% | 5% |
| Total | 100% | — | — | — | 150% |
Michael Bell – 2024 PSU awards and vesting
| Grant Date | PSU Target (#) | Metric(s) | 2024 Earned (#) | Vesting Schedule |
|---|---|---|---|---|
| 2/26/2024 | 21,329 | 50% three-year revenue CAGR with relative TSR modifier; 50% one-year revenue growth | 21,328 earned from one-year revenue growth (200% of target half) | 1/3 on 3/1/2025; 1/3 on 1/1/2026; 1/3 on 1/1/2027 (service-based) |
Equity Ownership & Alignment
Beneficial ownership (as of April 21, 2025)
| Component | Amount |
|---|---|
| Total beneficial ownership (shares) | 147,942 |
| Direct shares owned | 40,388 |
| Options exercisable within 60 days | 104,282 |
| RSUs vesting within 60 days | 3,272 |
| Ownership as % of shares outstanding | <1% (asterisk per table) |
Outstanding equity detail (selected grants)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|---|
| Stock Options | 5/04/2021 | 25,915 | 552 | 148.19 | 5/04/2031 |
| Stock Options | 5/09/2022 | 27,946 | 11,508 | 30.63 | 5/09/2032 |
| Stock Options | 6/09/2023 | 18,168 | 18,351 | 32.86 | 6/09/2033 |
| Stock Options | 12/13/2023 | 14,401 | 22,925 | 28.37 | 12/13/2033 |
| Stock Options | 11/08/2024 | — | 59,534 | 28.61 | 11/08/2034 |
| RSUs (2024 annual) | 11/08/2024 | — | 39,689 | — | 3-year schedule: 1/3 at first anniversary, quarterly thereafter |
| PSUs (2024 award) | 2/26/2024 | — | 10,665 unearned (3-year CAGR + TSR) | — | Cliff vest March 2027, subject to performance & service |
Ownership alignment policies:
- Stock ownership guideline: 1x base salary for executive officers; compliance required by the later of Jan 1, 2026 or 5 years from designation; all NEOs were compliant or expected to be within the compliance period as of 12/31/2024 .
- Retention requirement: until guideline met, must retain 20% of net settled shares for one year post vest/exercise .
- Anti-hedging/anti-pledging: hedging, pledging, margins, short sales, and derivatives in Company stock are prohibited .
- Clawback: Dodd-Frank compliant recoupment policy adopted in 2023; covers incentive comp tied to financial reporting measures for the prior three fiscal years upon restatement .
Insider selling pressure indicators:
- 2024 option exercises: none for Bell .
- 2024 RSU vesting: 28,563 shares vested; value realized $764,902 .
- Many unexercisable options and unearned PSUs remain outstanding, implying future vesting cadence rather than immediate sell pressure; in-the-money status depends on prevailing price vs strikes disclosed above .
Employment Terms
Severance framework (Tier 2 participant)
| Scenario | Cash Severance | Bonus Treatment | COBRA | Equity Treatment |
|---|---|---|---|---|
| Non-CIC termination (without cause/for good reason) | 12 months base salary | Pro-rata target bonus for year of termination | Up to 12 months Company-paid | Time-based awards vest for the next 12 months forward; performance awards vest if service condition met and at target |
| CIC termination (within 3 months before to 1 year after change-in-control) | 18 months base salary + target bonus | Target bonus | Up to 18 months Company-paid | Full vesting of all equity; performance goals deemed achieved at greater of target or actual as of change-in-control |
Illustrative potential payments (as of 12/31/2024)
| Component | Involuntary Termination In Connection With a Change in Control ($) | Termination without Cause or for Good Reason ($) |
|---|---|---|
| Cash Severance | $1,100,000 | $825,000 |
| COBRA | $71,216 | $47,478 |
| Long-Term Incentives | $4,212,095 | — |
| Total | $5,383,311 | $872,478 |
Other governance signals:
- No related person transactions with executive officers in 2024 .
- Section 16 filing timeliness: issues noted for CPO and Co-CEOs; none cited for Bell .
Compensation Structure
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $466,077 | $482,000 | $535,000 |
| Stock Awards ($) | $604,238 | $1,851,413 | $1,565,068 |
| Option Awards ($) | $742,480 | $1,453,305 | $1,078,577 |
| Non-Equity Incentive ($) | $154,958 | $327,375 | $412,500 |
| All Other ($) | $9,959 | $9,900 | $15,726 |
| Total ($) | $1,977,712 | $4,123,993 | $3,606,871 |
Equity mix and vesting:
- 2024 RSUs: 39,689; vest 1/3 at first anniversary then quarterly .
- 2024 Options: 59,534 at $28.61 strike; vest 1/3 at first anniversary then monthly for two years; 10-year term .
- 2024 PSUs: target 21,329; half tied to one-year revenue growth (earned 200% of target half), half tied to three-year CAGR with relative TSR modifier and negative TSR cap .
Peer group and say-on-pay:
- Compensation peer group refreshed in July 2024 (17 companies including Exact Sciences, Natera, Veracyte, Lantheus, Glaukos, etc.) to benchmark levels and design .
- Say-on-Pay support: 93.6% approval at 2024 Annual Meeting, viewed as endorsement of program .
Investment Implications
- Pay-for-performance linkage is robust: CFO’s annual bonus and PSUs are tied to revenue growth, gross margin, and adjusted EBITDA, with 2024 achievement at 150% driven by 31% revenue growth to $739.0M and margin/EBITDA improvements, aligning incentives with scale and profitability milestones .
- Retention risk appears mitigated: Tier 2 severance (18 months salary + target bonus on CIC; full equity vesting) and a substantial portfolio of unvested RSUs/options/PSUs create strong retention hooks; no pledging permitted; clawback in place reduces misalignment risk .
- Trading signals: 2024 shows no option exercises by Bell and significant unexercisable equity remaining; upcoming vesting events (RSUs and PSUs) may create supply over time but are paced, and option strikes near $28–$33 concentrate sensitivity to share price moves around those levels .
- Execution focus: Continued emphasis on revenue CAGR and relative TSR in long-term awards reflects management confidence yet embeds external performance discipline; with TSR lagging peers (cumulative $39 vs $118), delivering profitable growth and Shield scaling remains central to value creation under CFO stewardship .