| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 21, 2024, the Board of Directors (the “Board”) of Guardant Health, Inc. (the “Company”) increased the number of directors on the Board to ten and appointed Roberto Mignone., as a Class I director of the Company, to be effective as of October 21, 2024. Mr. Mignone will serve on the Board for a term expiring at the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. In connection with his appointment to the Board, Mr. Mignone was appointed to the audit committee of the Board.
Mr. Mignone is the Founder and Managing Partner of Bridger Management LLC (“Bridger”), an investment management firm founded in 2000 and specializing in long-term equity strategies. Since inception, Bridger has focused on the healthcare sector and has developed considerable research expertise in support of its investments. In addition to healthcare, Bridger invests in global consumer, technology and financial services companies. Prior to Bridger, Mr. Mignone co-founded and served as a partner of Blue Ridge Capital LLC from 1996 to 2000, an investment management firm that specialized in health care, technology, media, telecommunications and financial services. Mr. Mignone serves as a co-Vice Chairman and member of the Finance Committee and Nominating Committee of the New York University Langone Medical Center. He received a Bachelor of Arts degree in Classics from Harvard College and an M.B.A. from Harvard Business School.
Mr. Mignone will receive the standard compensation paid by the Company to all of its non-employee directors under the Company’s Amended Non-Employee Director Compensation Program (the “Program”). Pursuant to the Program, Mr. Mignone will receive a stock option award and restricted stock unit award, each with a value of $362,500 (collectively, the “Initial Awards”). Each of the Initial Awards will vest with respect to one-fourth (1/4th) of the shares subject thereto on the first anniversary of Mr. Mignone’s appointment to the Board, and as to the remaining three-fourths (3/4ths) of the shares subject thereto on each monthly anniversary of Mr. Mignone’s appointment to the Board during the three-year period thereafter, subject to continued service through the applicable vesting date.
In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Mignone, which will require the Company to indemnify him against certain liabilities that may arise as result of his status or service as a director. The description of Mr. Mignone’s indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 18, 2018 as Exhibit 10.8.
There are no arrangements or understandings between Mr. Mignone and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Mignone has an interest that would be reportable under Item 404(a) of Regulation S-K.
On October 24, 2024, the Company issued a press release announcing Mr. Mignone’s appointment to the Board, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
