Vijaya Gadde
Guardant HealthAbout Vijaya Gadde
Vijaya Gadde, age 50, has served on Guardant Health’s board since June 2020 and is currently an independent director and Chair of the Compensation Committee. She is the former Chief Legal Officer of Twitter (2018–2022), held prior senior legal roles at Twitter (2011–2018), Juniper Networks (2010–2011), and Wilson Sonsini (2000–2010). She holds a J.D. from NYU School of Law and a B.S. in Industrial and Labor Relations from Cornell University, bringing deep legal, public policy, and regulatory expertise to Guardant’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twitter, Inc. | Chief Legal Officer; Secretary | 2018–2022 | Led legal, public policy, trust & safety globally |
| Twitter, Inc. | General Counsel; Head of Communications; Director, Legal | 2011–2018 (GC 2013–2018; Comms 2015–2016; Legal 2011–2013) | Built governance, policy and enforcement frameworks |
| Juniper Networks | Senior Director, Legal | 2010–2011 | Legal leadership in networking technologies |
| Wilson Sonsini Goodrich & Rosati | Attorney | 2000–2010 | Corporate and technology law practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Planet Labs PBC | Director | Current | Public company board service |
| NYU School of Law | Board of Trustees | Current | Academic governance |
| Mercy Corps | Director | Current | Global humanitarian NGO |
| #Angels | Co-founder | Current | Investment collective supporting diverse founders |
Board Governance
- Committee assignments: Compensation Committee (Chair); not listed as Audit or Nominating & Corporate Governance member .
- Independence: Board determined Gadde is independent under Nasdaq and SEC rules; no material relationships that impair judgment .
- Attendance: Board held 10 meetings in 2024; all incumbent directors attended at least 75% of combined Board and committee meetings; committees met Audit (4), Compensation (5), Governance (4) .
- Executive sessions: Non-management directors meet regularly in executive sessions, presided over by the Lead Independent Director (Ian Clark) .
- Election/tenure: Class I director nominated for re-election at the June 18, 2025 annual meeting for a term through 2028 .
Fixed Compensation
- Program structure: Non-employee directors receive only equity (no cash retainers or meeting fees); annual option award ($212,500) and RSU award ($212,500); initial option and RSU awards ($362,500 each) upon joining; annual awards vest fully at one year or next annual meeting; initial awards vest over four years; LID receives additional RSUs ($45,000). Awards accelerate upon death, disability, termination without cause, or change-in-control; director annual compensation capped at $750,000 .
| 2024 Director Compensation (USD) | Fees Earned (Cash) | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|---|
| Vijaya Gadde | — | $212,500 | $212,746 | $425,246 |
- Outstanding awards (12/31/2024): RSUs 6,674; stock options 39,650 (company-wide director counts shown below) .
| Outstanding Awards (12/31/2024) | RSUs (#) | Stock Options (#) |
|---|---|---|
| Vijaya Gadde | 6,674 | 39,650 |
Performance Compensation
- Gadde chairs the Compensation Committee responsible for executive pay design, oversight of consultants (Aon; Meridian in 2024), clawback policy administration, and pay risk oversight .
- 2024 annual bonus metrics and results (company-wide executive plan):
| Metric | Weight | Target | Actual | % Achievement | Weighted Payout % |
|---|---|---|---|---|---|
| Revenue excluding screening ($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% |
| Oncology Product Milestones | 25% | — | Mixed (above-target/below-threshold) | — | 32.5% |
| Screening R&D Objectives | 25% | — | Shield launch at target; device validation below-target | — | 22.5% |
| Employee Engagement | 5% | At target | At target | 100% | 5% |
| Total Payout | — | — | — | — | 150% |
- Long-term incentives: 2024 PSUs for Co-CEOs and NEOs tied to three-year revenue CAGR with a relative TSR modifier (Nasdaq Biotechnology Index peer group; ±25% modifier; capped at 100% if absolute TSR negative). For other NEOs, half the PSUs tied to 2024 revenue growth (achieved 200%, vesting over 2025–2027) .
Other Directorships & Interlocks
| Company/Organization | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| Planet Labs PBC | Director | Not disclosed | No related-party transactions disclosed by GH in 2024 |
| NYU School of Law | Board of Trustees | Not disclosed | None disclosed |
| Mercy Corps | Director | Not disclosed | None disclosed |
| #Angels | Co-founder | — | Monitor for any investments overlapping GH stakeholders; none disclosed |
- Related-party transactions: GH reported no related person transactions with directors or 5% holders in fiscal 2024; Audit Committee oversees related-party review .
Expertise & Qualifications
- Legal, public policy, trust & safety, and regulatory expertise from Twitter; senior legal practice experience across technology and networking sectors; NYU Law (J.D.), Cornell ILR (B.S.) .
Equity Ownership
- Beneficial ownership (as of April 21, 2025): 63,964 shares; less than 1% of outstanding. Includes 17,640 common shares, 39,650 options exercisable within 60 days, 6,674 RSUs vesting within 60 days .
| Beneficial Ownership Detail (as of 4/21/2025) | Shares (#) | Notes |
|---|---|---|
| Total beneficially owned | 63,964 | <1% of outstanding |
| Common shares held | 17,640 | Direct holdings |
| Options exercisable ≤60 days | 39,650 | Vested/exercisable window |
| RSUs vesting ≤60 days | 6,674 | Time-based RSUs |
- Stock ownership guidelines: Non-employee directors guideline equals $250,000; retention policy requires 20% of net settled shares to be held until guideline met; insider policy prohibits hedging and pledging .
Insider Trades (Form 4 excerpts)
| Date | Security | Amount/Notes | Source |
|---|---|---|---|
| June 12, 2025 | RSUs | Annual RSUs vest on one-year anniversary of June 12, 2024 grant; attorney-in-fact signature for Gadde | |
| June 18, 2025 | RSUs | 4,203 RSUs granted; vest in full on one-year anniversary of grant date |
Governance Assessment
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Strengths
- Independence affirmed; no related-party transactions disclosed for 2024; strong attendance; clear committee leadership (Compensation Chair) .
- Director pay fully equity-based with one-year vesting; aligns interests with shareholders; capped annual director compensation .
- Robust executive pay governance under her committee: use of independent consultants (Aon, Meridian), clawback policy adopted (Nov 2023), balanced metrics with rigor; pay-for-performance evidenced by 2024 payout mechanics (150%) .
- Stockholder support: Say-on-Pay approval at 93.6% in 2024; ongoing investor outreach including meetings with the Compensation Chair .
- Anti-hedging/anti-pledging and stock ownership guidelines strengthen alignment .
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Watch items / potential red flags
- External affiliations (#Angels, Planet Labs) warrant routine monitoring for any future related-party exposure; none disclosed to date .
- GH does not pay cash or committee chair fees to directors; equity-only program increases equity dilution sensitivity, but annual limit and one-year vest mitigate risk .
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Overall implication: Governance posture and compensation oversight under Gadde as Chair are investor-aligned, with transparent metrics and strong safeguards (clawbacks, ownership guidelines, anti-hedging). Absence of related-party transactions and solid Say-on-Pay support bolster confidence in board effectiveness .
Committee responsibilities include approving executive compensation, selecting independent compensation advisers, administering incentive/equity plans, overseeing clawbacks, and pay-related risk management—Gadde chairs this committee and signed the Compensation Committee Report .