Myrtle Potter
Guardant HealthAbout Myrtle Potter
Myrtle Potter (age 66) is an independent director of Guardant Health (GH) serving since October 2021. She is a seasoned biopharma operator and board director, formerly President, CEO and Chair of Sumitomo Pharma America, and previously COO and President, Commercial Operations at Genentech; she holds a B.A. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sumitomo Pharma America, Inc. | President, CEO & Chair | Jul 1, 2023 – Apr 1, 2024 | Not disclosed |
| Sumitovant Biopharma, Inc. | CEO | Dec 2019 – Jul 2023 | Not disclosed |
| Roivant Sciences, Ltd. | Vant Operating Chair | 2018 – 2019 | Not disclosed |
| Myrtle Potter & Company, LLC | CEO | 2005 – 2018 | Not disclosed |
| Genentech, Inc. | COO; then President, Commercial Operations & EVP | 2000 – 2004; 2004 – 2005 | Commercial leadership |
| Bristol-Myers Squibb | President, U.S. Cardiovascular/Metabolics | Prior to 2000 (date not specified) | Not disclosed |
| Merck & Co. | Vice President | Prior to 2000 (date not specified) | Not disclosed |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Liberty Mutual Holding Company, Inc. | Director | Current |
| Ginkgo Bioworks, Inc. | Director | Since Jun 2024 |
| Myovant Sciences, Ltd. | Director | Sep 2018 – Mar 2023 |
| Urovant Sciences Ltd. | Director | Jul 2018 – Mar 2021 |
| Axsome Therapeutics, Inc. | Director | Jun 2017 – Jun 2020 |
| Everyday Health, Inc. | Director | Sep 2010 – Dec 2016 |
| Immunovant, Inc. | Director | Jun 2019 – Feb 2020 |
| Axovant Gene Therapies, Ltd. | Director | Sep 2018 – Feb 2020 |
| Arbutus Biopharma, Inc. | Director | Oct 2018 – Feb 2020 |
| Insmed Incorporated | Director | Dec 2014 – Nov 2018 |
| Rite Aid Corporation | Director | Nov 2013 – Sep 2018 |
Board Governance
- Independence: The Board has affirmatively determined Myrtle Potter is independent under Nasdaq and SEC rules .
- Committee memberships: Audit Committee (member; designated audit committee financial expert); Compensation Committee (member) .
- Attendance: All incumbent directors attended at least 75% of Board and applicable committee meetings in 2024; GH held 10 Board meetings (Audit 4, Compensation 5, Governance 4) .
- 2025 election outcome: Re-elected as Class I Director; votes for 96,724,614; withheld 1,849,867; broker non-votes 7,173,583 .
- Executive sessions: Independent directors meet regularly without management; led by lead independent director (Ian Clark) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | GH pays no cash retainers or meeting fees; reasonable expenses reimbursed |
| RSU (Annual Award) | $212,500 | Annual RSU vests in full at the earlier of 1 year from grant or next annual meeting |
| Option Award (Annual Award) | $212,746 | Options priced at fair market value on grant; annual option value $212,500 program baseline |
| Total | $425,246 | Director equity-only program adopted June 2020; no committee chair/member fees |
Program details:
- Initial Award for new directors: $362,500 options + $362,500 RSUs; 4-year vesting (25% at first anniversary, remainder monthly) .
- Annual Award for continuing directors: $212,500 options + $212,500 RSUs; vest in full on earlier of 1 year or next annual meeting .
- Lead Independent Director (LID) additional RSU: $45,000 annually (not applicable to Potter) .
- Change in control / death/disability: Director awards vest in full immediately prior to such events .
- Ownership/retention guidelines: Robust stock ownership and retention guidelines apply to directors; hedging and pledging prohibited .
Performance Compensation
| Element | Applies to Directors? | Metric Details |
|---|---|---|
| PSUs / Performance-based pay | No | GH’s director program consists solely of time-vested RSUs and stock options; no performance metrics |
Other Directorships & Interlocks
- Current public boards: Liberty Mutual Holding Company, Inc.; Ginkgo Bioworks, Inc. .
- Prior public boards listed above; no related-party transactions disclosed in 2024 for GH directors/officers/5% holders .
- Potential interlocks/conflicts: None disclosed involving GH’s customers/suppliers; Audit Committee reviews and approves any related person transactions per policy .
Expertise & Qualifications
- Audit and financial literacy; designated “audit committee financial expert” .
- Deep healthcare commercialization and operations expertise from Genentech and Sumitomo roles .
- Senior executive leadership and corporate strategy/M&A experience (multiple boards and C-suite roles) .
- Education: B.A., University of Chicago .
Equity Ownership
| Category | Amount (as of record date) |
|---|---|
| Shares held directly | 13,995 |
| Options exercisable within 60 days | 33,756 |
| RSUs vesting within 60 days | 6,811 |
Reference shares outstanding at record date: 123,888,045 shares (for context; GH-wide) .
Governance Assessment
- Strengths: Independent status; dual membership on Audit and Compensation Committees; audit committee financial expert designation; solid 2025 re-election support (96.7M “for” votes); strong say‑on‑pay support in 2024 (93.6% votes cast) indicating investor alignment with compensation governance .
- Incentive alignment: Director pay is entirely equity-based with standardized vesting; no cash retainers or meeting/committee fees; robust ownership/retention guidelines; hedging/pledging prohibited; clawback policy adopted Nov 2023 .
- Compensation Committee practices: Uses independent consultants (Aon; Meridian) with independence assessed; reviews peer groups and pay-for-performance structure; oversees clawback policy and risk balance in incentives .
- Conflicts/related party and red flags: No related-person transactions disclosed for 2024; no pledging noted; attendance at least 75% met; not designated “overboarded” in disclosures; no cash fee shifts or repricing of awards observed .