Steve Krognes
Guardant HealthAbout Steve Krognes
Independent director of Guardant Health since June 2022; age 56. Former CFO of Denali Therapeutics and Genentech, with prior senior M&A leadership at Roche and Danske Bank. Designated by GH’s Board as an “audit committee financial expert.” MBA from Harvard Business School; BS in Economics from The Wharton School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denali Therapeutics Inc. | Chief Financial Officer; Board member (current) | CFO: Oct 2015–Apr 2022; Director: current | Senior finance leadership; current board service |
| Genentech, Inc. | Chief Financial Officer; Executive Committee; oversaw Site Services (2011–2015) and IT (2009–2011); Chair, Genentech Access to Care Foundation | Apr 2009–Sept 2015 | Enterprise finance, operations, IT oversight, access initiatives |
| Roche Holding AG | Head of M&A; Finance Executive Committee member | Jan 2004–Apr 2009 | Strategic transactions leadership |
| Danske Bank (Norway) | Director of M&A | Jul 2002–Dec 2003 | Corporate development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Denali Therapeutics Inc. | Director | Current | Biotech board service |
| argenx SE | Director | Current | Biopharma board service |
| ClavystBio | Director | Current | Life sciences-focused organization |
| Pliant Therapeutics, Inc. | Director | Current | Biotech board service |
| Corvus Pharmaceuticals, Inc. | Director | Jan 2016–Mar 2021 | Prior public company board |
| RLS Global AB | Director | Jan 2016–Jan 2023 | Prior public company board |
| Gritstone bio, Inc. | Director | Jul 2018–Jun 2024 | Prior public company board |
Board Governance
- Independence: Board determined Krognes is independent under Nasdaq/SEC rules .
- Committees: Audit Committee (Chair); Nominating & Corporate Governance Committee (member) .
- Audit Committee expertise: Board designated Krognes an “audit committee financial expert” .
- Attendance: All incumbent directors attended at least 75% of combined Board and committee meetings in 2024; Audit Committee met 4x, Compensation 5x, Governance 4x .
- Executive sessions: Non-management directors meet regularly; Lead Independent Director presides; at least twice per year without management .
| Committee | Role | Key Oversight Responsibilities |
|---|---|---|
| Audit | Chair | Financial reporting, ICFR, auditor oversight, risk oversight, related person transactions approvals, complaint procedures |
| Nominating & Corporate Governance | Member | Board composition, independence, governance guidelines, succession, cybersecurity/IT compliance, ESG oversight |
Fixed Compensation
- GH’s Director Compensation Program (in effect for 2024): No cash retainers; compensation delivered via equity only. Annual RSU grant value $212,500 and annual option grant value $212,500; initial appointment grants RSU $362,500 and option $362,500; one-year vesting for annual awards; immediate vesting upon death, disability, termination without cause, or change in control; no additional committee/meeting fees; annual per-director cap $750,000 under the 2018 Plan .
- 2024 Compensation for Steve Krognes: RSU grant fair value $212,500; option grant fair value $212,746; total $425,246; no cash .
| Component | 2024 Value ($) | Vesting / Terms |
|---|---|---|
| RSUs | 212,500 | Annual award vests on earlier of 1-year from grant or next annual meeting |
| Stock Options | 212,746 | Annual award; exercise price = FMV at grant; vest per program |
| Cash Fees | — | GH pays reasonable expenses only; no cash retainers or committee fees |
| Annual Equity Cap | 750,000 max per director | 2018 Plan limit |
Outstanding awards (as of Dec 31, 2024):
| Award Type | Count |
|---|---|
| RSUs | 9,451 |
| Stock Options | 31,385 |
Performance Compensation
- GH does not use performance-based metrics for director compensation; director equity awards are time-based and designed to align with stockholder interests .
Other Directorships & Interlocks
| Company | Industry Overlap with GH | Potential Interlock Notes |
|---|---|---|
| Denali Therapeutics; argenx SE; Pliant Therapeutics; ClavystBio | Biotech/pharma | No related person transactions disclosed for 2024; Audit Committee reviews/approves any related person transactions under policy . |
Expertise & Qualifications
- Financial leadership and audit literacy; SEC-designated “audit committee financial expert” .
- Deep biotech/pharma finance and M&A experience from Genentech and Roche .
- Global operations, IT oversight, and access-to-care programs leadership .
- Education: MBA (Harvard Business School); BS Economics (Wharton) .
Equity Ownership
- Beneficial ownership as of April 21, 2025: 45,832 shares; includes 10,682 shares held directly, 28,167 shares via options exercisable within 60 days, and 6,983 RSUs vesting within 60 days; less than 1% of shares outstanding .
- Stock ownership guidelines: Non-employee directors required to hold $250,000 (five times $50,000 peer 50th percentile cash retainer) with retention of 20% of net-settled shares until meeting guideline; RSUs count toward guidelines; options and unearned performance awards do not .
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of GH stock by directors, officers, employees .
| Item | Detail |
|---|---|
| Total Beneficial Shares | 45,832; “<1%” indicated in table |
| Directly Held | 10,682 |
| Options (exercisable ≤60 days) | 28,167 |
| RSUs (vesting ≤60 days) | 6,983 |
| Ownership Guidelines | $250,000 minimum; retention of 20% of net settled shares until met |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
- Strengths: Independent director; chairs Audit Committee with SEC “financial expert” designation; active risk oversight and related-party policing; regular executive sessions; equity-only director pay aligns with stockholder value; clawback policy adopted Nov 2023; strong Say-on-Pay support (93.6% at 2024 meeting) indicates investor confidence in comp governance .
- Alignment: Ownership guidelines and anti-hedging/pledging enhance skin-in-the-game and reduce misalignment risks .
- Conflicts/Red Flags: Company reports no related person transactions in 2024; insider policy forbids pledging; indemnification agreements standard for Delaware corporations. Multiple external biotech boards increase time-commitment considerations but no “overboarded” note for Krognes; Board monitors independence and attendance (≥75%) .
- Signals for investors: Audit chair signature on 2024 Audit Committee Report and oversight of Deloitte’s independence/processes supports financial reporting integrity . Equity-only director compensation and no committee fees reduce cash bias and support long-term alignment .
Overall, Krognes’ audit leadership, independence, and equity-aligned pay structure are positives for board effectiveness; ongoing monitoring of external board workload and any future related-party engagements remains advisable .