505 Penobscot Drive3100 Hanover Street

Redwood City,Palo Alto, California, 9406394304

April 28, 202227, 2023

Dear Guardant Stockholder:

We are pleased to invite you to attend the Guardant Health, Inc. 20222023 Annual Meeting of Stockholders to be held on Wednesday, June 15, 2022,14, 2023, at 9:30 a.m. Pacific Time, virtually at www.virtualshareholdermeeting.com/GH2022GH2023.

Without a doubt, 2021The last year was a remarkable yearbreakthrough for us at Guardant Health as we continuein many ways. We continued to lead the way in creating blood tests that help patients across all stagesexpand our core Guardant360^® franchise with another year of cancer live longer and healthier lives. Last year, we launched three new products that are transforming cancer care including Guardant360 Response^™record sales. We gained Medicare reimbursement for treatment selection,our Guardant Reveal^™ fortest addressing both minimal residual disease (MRD) detection and recurrence monitoring in colorectal cancer (CRC), and Guardant 360 Tissue Nextalso expanded its use to include early-stage breast and lung cancers. Towards the end of the year, we reached a historic milestone with positive results from ECLIPSE, an over 20,000 patient registrational study evaluating the performance of our blood test for detecting CRC in average-risk adults.

In our Oncology business, nearly nine years after we launched the first comprehensive liquid biopsy, Guardant360 continued to experience rapid growth in clinical volumes and revenues as we reinforced our market-leading position. On the regulatory front, we received approval for Guardant360^™® CDx in Japan for when a tissue biopsy is needed. The U.S. Foodtumor mutation profiling and Drug Administration also granted regulatory approval of Guardant360® CDxseveral companion diagnostic indications, and in the United States as a companion diagnostic to identify for ENHERTU^® in non-small cell lung cancer (“NSCLC”) patients who may benefit from treatment with RYBREVANTcancer. Guardant Reveal volume grew by more than 250% as clinicians responded positively to the availability of the first tissue-free liquid biopsy for MRD testing. In addition, our Guardant360 TissueNext^™ (amivantamab-vmjw)assay for comprehensive genomic profiling gained Medicare reimbursement and LUMAKRAS^™ (sotorasib). Earlier thisgrew rapidly during the year, broadening our offering to clinical customers.

Our screening program achieved a significant development goal with the Japanese Ministrysuccessful readout of Health, Labour and Welfare granted regulatory approval of Guardant360® CDxour ECLIPSE trial in patients with advanced solid tumors and as a companion diagnostic to identify colorectal cancer patients who may benefit from treatment with Opdivo® (nivolumab) and NSCLC patients who may benefit from treatment with LUMAKRAS^™ (sotorasib).

In addition to expanding our oncology portfolio, we continue to make great progress across our screening program. In 2022, Guardant Health will launch GuardantCRC screening. Our Shield^™ LDT,test demonstrated 83% sensitivity for CRC detection at 90% specificity. This was the company’s firsthighest level of performance ever demonstrated by a blood-based cancer screening test to detect colorectal cancer, where today one in three adults is not getting the recommended screening. This test is also being studied in a large registrational trialscale prospective clinical study. CRC screening continues to support its usebe one of the largest unmet medical needs in healthcare, with over 49 million eligible Americans remaining unscreened and at higher risk of CRC-related death. Lack of adherence to screening for lung cancer. Withrecommendations due to barriers associated with available test methods has been a major issue, but with our Shield LDT test, we have shown 90% test adherence, more than double the launchrate of our first blood-basedfecal immunochemical testing (FIT), which is currently the most used colorectal cancer screening test in 2022, Guardant Health will becomethe United States. With the completion of our FDA submission in March 2023, we are well positioned to bring the first companyhigh-performance and high-adherence blood-based test to have offeringsmarket for CRC screening. We continue to investigate multi-cancer screening to detect early-stage cancers where there is a clinical benefit from early detection and treatment. Specifically, in January 2022, we initiated the SHIELD LUNG study, a prospective, observational, multi-center basket study designed to enroll individuals undergoing cancer screening across the whole continuum ofmultiple cancer care.types.

We also expanded our biopharma business, ending the year with over 100150 partnerships to help bring the next generation of cancer therapeutics to patients sooner. In addition,September 2022, we continued to expandintroduced GuardantINFINITY^™, a “smart liquid biopsy” assay that provides researchers with novel genomic and epigenomic insights into the tumor microenvironment and patient immune responses from a simple blood draw. We also expanded our footprint internationally. In 2021, we announced that we are building twointernational presence further with the opening of our labs to expand our global laboratory network, onein Vall d’Hebron in Spain with Vall d’Hebron and other at The Royal Marsden in the UK.United Kingdom.

As we embark onThese breakthrough technologies and advancements are enabling us to continue to fulfill our ten-year anniversary, Guardant Health is well positionedcommitment to build on our expertise of bringing innovative products to market that help patients acrossat all stages of cancer live longer and healthier lives. In recognitionWe thank all of our company’s evolution these past ten years, we have engaged in a company-wide introspective exercise of determining how our values have also evolved, never losing sight that each day starts and ends with putting the patient first. We want to thank our employeesstakeholders for their relentless commitment and hard work to bring this purpose to life. We also want to thank our business partners, healthcare providers, patients, the cancer community and our stockholders for your continued support and confidence in our efforts to transform cancer care.

505 Penobscot Drive3100 Hanover Street

Redwood City,Palo Alto, California, 9406394304

NOTICE OF 20222023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 15, 202214, 2023

To the Stockholders of Guardant Health, Inc.:

NOTICE IS HEREBY GIVEN that the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of Guardant Health, Inc., a Delaware corporation, will be held on Wednesday, June 15, 2022,14, 2023, at 9:30 a.m. Pacific Time, virtually at www.virtualshareholdermeeting.com/GH2022GH2023.

The Annual Meeting will be held for the following purposes:

These matters are more fully described in our proxy materials accompanying this Notice.

We know of no other matters to come before the Annual Meeting. Only stockholders who owned shares of common stock of Guardant Health, Inc. at the close of business on April 18, 202217, 2023 are entitled to notice of and to vote on matters brought for vote at the Annual Meeting or at any postponements or adjournments thereof.

You are cordially invited to attend the meeting conducted via live webcast, by registering at www.virtualshareholdermeeting.com/GH2022GH2023. You will not be able to attend the Annual Meeting in person. Whether or not you expect to attend, the Board of Directors respectfully requests that you vote your shares of common stock in the manner described in this proxy statement. You may revoke your proxy in the manner described in this proxy statement at any time before it has been voted at the meeting. Regardless of the number of shares of common stock you own, as a stockholder your role is very important, and the Board of Directors strongly encourages you to exercise your right to vote.

By order of the Board of Directors of Guardant Health, Inc.,

John Saia

Senior Vice President, General CounselChief Legal Officer and Corporate Secretary

Redwood City,Palo Alto, California

April 28, 202227, 2023

TABLE OF CONTENTS

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

General

Your proxy is solicited on behalf of the Board of Directors (the “Board”) of Guardant Health, Inc., a Delaware corporation (as used herein, “Guardant,” ”Guardant“Guardant Health,” “we,” “us” or “our”), for use at our 20222023 annual meeting of stockholders (the “Annual Meeting”) to be held on Wednesday, June 15, 2022,14, 2023, at 9:30 a.m. Pacific Time, virtually at www. virtualshareholdermeeting.com/GH2022www.virtualshareholdermeeting.com/GH2023, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Annual Meeting and any other business properly brought before the Annual Meeting. Proxies are solicited to give all stockholders an opportunity to vote on matters properly presented at the Annual Meeting.

Virtual Annual Meeting. The Annual Meeting will be a virtual meeting of stockholders conducted via live audio webcast. You are invited to attend the Annual Meeting online. We believe that a virtual meeting provides expanded stockholder access and participation, as well as improved communications. You will be able to attend, vote and submit your questions online during the Annual Meeting. You will not be able to attend the Annual Meeting in person. Stockholders may attend the Annual Meeting online by logging intoonto www. virtualshareholdermeeting.com/GH2022GH2023 using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the voting instruction form provided by your broker, bank or other nominee.

Notice and Access Proxy Delivery. We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders of record, and paper copies of the proxy materials to certain other stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice to such beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. You can find instructions on how to request a printed copy by mail or electronically on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or about April 28, 2022,27, 2023, we intend to make this proxy statement available on the Internet and to commence mailing of the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this proxy statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who properly request paper copies of such materials, within three business days of such request.

Important Notice Regarding the Availability of Proxy Materials for the 20222023 Annual Stockholder Meeting to be Held on June 15, 202214, 2023

Our proxy statement and 20212022 Annual Report are available at www.proxyvote.com. This website address contains: the Notice of Annual Meeting, the proxy statement and proxy card sample, and the 20212022 Annual Report. You will need your 16-digit control number that is included on your Notice, on your proxy card, or on the voting instruction form provided by your

broker, bank or other nominee, to access these materials. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Who Can Vote, Outstanding Shares

Record holders of our common stock as of the close of business on April 18, 2022,17, 2023, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting on all matters to be voted upon. As of the Record Date, there were 101,919,898102,764,757 shares of our common stock outstanding. On each matter presented to our stockholders for vote, the holders of common stock are entitled to one vote per share held as of the Record Date.

Voting of Shares

The method of voting by proxy differs (1) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy and (2) for shares held as a record holder and shares held in “street name.”

Record Holder. If you hold your shares of common stock as a record holder and you are viewing this proxy statement on the Internet, you may vote by submitting a proxy over the Internet by following the instructions on the website referred to in the Notice previously mailed to you. If you hold your shares of common stock as a record holder and you are reviewing a paper copy of this proxy statement, you may vote your shares by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the preaddressed, postage paid envelope provided to you, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card.

Hold in Street Name. If you hold your shares of common stock in street name, which means your shares are held of record by a broker, bank or nominee, you will receive a Notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or nominee will allow you to deliver your voting instructions over the Internet and may also permit you to vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker by following the instructions on the Notice provided by your broker.

General. The Internet and telephone voting facilities will close at 11:59 p.m. EDT on June 14, 2022.13, 2023. If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you vote by Internet or telephone, then you need not return a written proxy card by mail.

Voting at the Virtual Annual Meeting. To attend and vote at the Annual Meeting you need to access the meeting via live audio webcast at www.virtualshareholdermeeting.com/GH2022GH2023 using the 16-digit control number included on your Notice, on your proxy card or on the voting instruction form. Attendance at the Annual Meeting will not, by itself, result in any vote or revocation of a prior vote. You must follow the instructions at www.virtualshareholdermeeting. com/GH2022www.virtualshareholdermeeting.com/GH2023 to vote your shares at the Annual Meeting.

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YOUR VOTE IS VERY IMPORTANT. You should submit your proxy even if you plan to attend the Annual Meeting online. If you properly give your proxy and submit it to us in time to vote, one of the individuals named as your proxy will vote your shares as you have directed.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing) received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows:

The proxy gives each of Helmy Eltoukhy, AmirAli Talasaz and John Saia discretionary authority to vote your shares in accordance with their best judgment with respect to all additional matters that might come before the Annual Meeting.

If you receive more than one proxy card or Notice, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a proxy by telephone or the Internet, submit one proxy for each proxy card or Notice you receive.

Revocation of Proxy

If your shares are held of record, you may change or revoke your proxy at any time before your proxy is voted at the Annual Meeting by taking any of the following actions:

Written notices of revocation and other communications with respect to the revocation of proxies by record holders should be addressed to:

Guardant Health, Inc.

505 Penobscot Drive3100 Hanover Street

Redwood City, CA 94063Palo Alto, California 94304

Attention: Corporate Secretary

If your shares are held in the name of a broker, bank, or other nominee, you may change or revoke your voting instructions by following the instructions of your broker, bank, or other nominee contained on the Notice.

Broker Non-Votes

Brokers, banks or other nominees who hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions on how to vote on such matter from the beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of matters that are considered “non-routine” without specific voting instructions from the beneficial owner. If you hold your shares in street name and do not provide voting instructions to your broker on how to vote on the election of directors or other “non-routine” proposals, your broker cannot exercise discretion to vote you shares and your shares will be considered to be “broker non-votes” and will not be voted on such matters. Accordingly, if your broker holds your common stock in “street name,” your broker will vote your shares on the election of directors and other “non-routine” proposals only if you provide instructions to your broker on how to vote your shares by following the procedures outlined in the voting instruction form sent to you by your broker. Only Proposal No. 2 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter on which your broker may vote without instruction from you as the beneficial owner. Proposal No. 1 (election of directors) and Proposal No. 3 (advisory vote to approve named executive officer compensation) are considered non-routine matters, and without your instruction, your broker cannot vote your shares for either of Proposal No. 1 or Proposal No. 3.

Quorum and Votes Required

The inspector of elections appointed for the Annual Meeting will tabulate votes cast by proxy, telephone and via Internet at www.proxyvote.com as of 11:59 p.m. EDT on June 14, 2022 and at www.virtualshareholdermeeting.com/GH2022 during the Annual Meeting.13, 2023. The inspector of elections will also tabulate votes cast at www.virtualshareholdermeeting.com/GH2023 during the Annual Meeting and will determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Annual Meeting, the holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting must be present or represented by proxy at the Annual Meeting. On the Record Date, there were 101,919,898102,764,757 shares of common stock entitled to vote at the Annual Meeting. Shares that abstain from voting on any proposal, or that are represented by broker non-votes, will be treated as shares that are present and entitled to vote at the Annual Meeting for purposes of determining whether a quorum is present.

Proposal No. 1: Election of Directors. A plurality of the votes cast in the election of directors at the Annual Meeting is required for the election of directors. Accordingly, the twoYou may vote “FOR” or “WITHHOLD” your vote on any nominee. The three Class III director nominees receiving the highest number of “FOR” votes will be elected. If you abstain from voting on this proposal, it will have no effect. In addition, broker Broker non-votes are considered votes not cast and thus will have no effect on the outcome of the election of directors.

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting is required for the ratification of the appointment of Ernst & YoungDeloitte as our independent registered public accounting firm. Thus, theYou may vote “FOR” or “AGAINST” or “ABSTAIN”. The number of votes “FOR” must exceed the number of votes “AGAINST.”“AGAINST” for the proposal to pass. Abstentions are considered to be votes not cast on this proposal and thus will have no effect. Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm, thus broker non-votes are not expected to result from the vote on Proposal No. 2. Any broker non-votes would be considered votes not cast and thus would have no effect.

Proposal No. 3: Advisory Vote to Approve Named Executive Officer Compensation. The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting is required for determining approval on an advisory basis of the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in our proxy materials. You may vote “FOR” or “AGAINST” or “ABSTAIN”. The number of votes “FOR” must exceed the number of votes “AGAINST” for the proposal to pass. Abstentions and broker non-votes are considered to be votes not cast on this proposal and thus will have no effect. This vote is advisory and not binding on us, our Board, or our Compensation Committee.

In their discretion, the proxy holders named in the proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and at any continuation, postponement or adjournment thereof. The Board knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement. In addition, no stockholder proposal or nomination was received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

Vote Recommendation

Our Board of Directors unanimously recommends that you vote:

Details Regarding the Virtual Annual Meeting

Similar to last year, the Annual Meeting will again be held virtually this year via live interactive audio webcast on the Internet. You will be able to attend, vote and submit your questions during the Annual Meeting by logging onto www.virtualshareholdermeeting.com/GH2022GH2023. You will not be able to attend the Annual Meeting in person.

Access to the Annual Meeting

The live audio webcast of the Annual Meeting will begin promptly at 9:30 a.m. Pacific Time. Online access to the audit webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage our stockholders to access the meeting in advance of the designated start time.

Log-In Instructions

Instructions on how to connect to the Annual Meeting, participate and demonstrate proof of stock ownership are posted on at www.virtualshareholdermeeting.com/GH2022GH2023. To participate in the Annual Meeting, you will need to log-in using the 16-digit control number on your Notice, proxy card or voting instruction form.

Technical Assistance

Beginning 15 minutes prior to the start of and during the Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Submitting Questions at the Annual Meeting

Stockholders may submit questions and vote at www.virtualshareholdermeeting.com/GH2023during the Annual Meeting on www. virtualshareholdermeeting.com/GH2022.Meeting. You will need to enter the 16-digit control number received with your Notice, proxy card or voting instruction form as proof of stock ownership in order to be able to submit questions and vote at our Annual Meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer the questions submitted during the Annual Meeting that are pertinent to us and that are submitted in accordance with the Rules of Conduct for the Annual Meeting, as time permits. The Rules of Conduct will be posted on the virtual meeting web portal. Substantially similar questions will be answered only once. To promote fairness, efficient use our resources and to ensure all stockholder questions are able to be addressed, we will respond to no more than two questions from a single stockholder.

Solicitation of Proxies

Our Board is soliciting proxies for the Annual Meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders. In addition to the solicitation of proxies by delivery of the Notice or proxy statement by mail, we will request that brokers,

banks and other nominees that hold shares of our common stock, which are beneficially owned by our stockholders, send Notices, proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We do not intend to hire a proxy solicitor to assist in the solicitation of proxies. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by telephone, Internet, facsimile or special delivery letter.

Stockholder List

A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at our corporate headquarters for a period of no less than ten days ending on the day prior to the Annual Meeting.Meeting date. Please contact our Corporate Secretary at CorpSecretary@guardanthealth.com if you are interested in viewing the list. The list of stockholders will also be made available on www.virtualshareholdermeeting.com/GH2022during the Annual Meeting.Meeting at www.virtualshareholdermeeting.com/GH2023.

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CORPORATE GOVERNANCE

Corporate Governance Focus and Stockholder Outreach

Over the course of the last year, the Board has been actively engaged in a comprehensive review of its corporate governance practices and in taking steps to strengthen and enhance those practices in response to stockholder feedback. These steps have included increasing the size of the Board from seven to nine directors and increasing the gender diversity of the Board (which now consists of fourincludes three women directors). Most recently, the Board also made a number of meaningful enhancements to the Company’s corporate governance structure, including:

We recognize the value of a robust stockholder outreach program. We engage in regular, constructive dialogue with our stockholders on matters relevant to our business, including corporate governance, executive compensation, strategy, ESGenvironmental, social and governance issues, and human capital management. During the third and fourth quarters of 20212022 and the first quarter of 2022,2023, we contacted our top 75 stockholders, representing more than 86% of the Company’s outstanding shares of common stock. We ultimately spoke with 2521 stockholders representing approximately 57% of the Company’s outstanding shares of common stock. We also engaged with the research teams at proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co. to hear their feedback regarding our programs. Please see “Compensation Discussion and Analysis – Stockholder Outreach” for more details regarding our outreach, stockholder feedback and responses by the Board and its committees.

Board Composition

The Board currently has nine members. Effective as of the Annual Meeting, the Board has reduced the authorized number of directors eight members. Stanley Meresman has determined to not stand for re-election at the Annual Meeting when his current term as a Class I director expires.

The following provides summary information about each continuing director and director nominee and reflects their committee assignments to be effective as of May 1, 2022. It also reflects our co-chief executive officers, and the appointment of Helmy Eltoukhy as our Chairperson (formerly held by AmirAli Talasaz), that were all effective as of August 5, 2021. The following table sets forth the committee memberships effective as of May 1, 2022, and other information concerning our current directors.April 27, 2023.

Name		Position		Age				Director Since				AC*				CC*				N&CG*		Position		Age		Director Since		AC				CC				N&CG
Helmy Eltoukhy		Chairperson & Co-Chief Executive Officer (“Co-CEO”)			43				2013													Chairperson & Co-Chief Executive Officer (“Co-CEO”)		44		2013
AmirAli Talasaz		Director & Co-CEO			42				2013													Director & Co-CEO		43		2013
Bahija Jallal		Director			60				2019
Ian Clark																						Lead Independent Director		62		2017
Ian Clark		Lead Independent Director			61				2017
Vijaya Gadde																						Director		48		2020
Meghan Joyce		Director			38				2021													Director		39		2021
Samir Kaul																						Director		49		2014
Steve Krognes																						Director		54		2022
Myrtle Potter		Director			63				2021													Director		64		2021
Samir Kaul		Director			48				2014
Stanley Meresman		Director			75				2018
Vijaya Gadde		Director			47				2020
Musa Tariq																						Director		40		2023

  Chair         Member

AC Audit Committee CC Compensation CommitteeN&CG Nominating & Corporate Governance Committee

*Committee memberships to be effective May 1, 2022

The Board is divided into three classes (Class I, Class II and Class III) with staggered terms of three years each and holding office until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. The term of one class expires at each annual meeting of stockholders.

In accordance with Nasdaq Stock Market (“Nasdaq”) rules, the following Board Diversity Matrix sets forth the required diversity statistics for our existing directors:

Board Skills of EightNine Continuing Directors

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stockholder interests through the exercise of sound judgment using its diversity of experience, thought, backgrounds and cultures. Directors and nominees should have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. The Governance Committee maintains Director Qualification Standards for selecting nominees and for considering stockholder recommended nominees, which are included in this proxy statement as Appendix A. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the Board’s activities. Our directors possess a range of diverse skills, backgrounds, experience and viewpoints that we believe are integral to an effective board of directors. Detailed information about each individual’s qualifications, experience, skills and expertise along with select professional and community contributions can be found above and in the section entitled “Proposal 1: Election of Directors” in this proxy statement. We believe that our directors provide an appropriate mix of experience, diversity and skills relevant to the size and nature of our business.

The Governance Committee is mindful of the policies regarding board service of certain investors and proxy advisory firms, which policies were developed due to concerns that “overboarded” directors face excessive time commitments and challenges in fulfilling their duties. Mr. Clark and Dr. Jallal may be deemed “overboarded” under certain policies. In 2022, Mr. Clark reduced the number of boards he serves on from six to five. The Governance Committee reviewed and considered the contributions of Mr. Clark and Dr. Jallal to the Board and noted theirhis strong attendance, preparedness and engagement at Board and committee meetings.meetings, as well as his leadership as our Lead Independent Director. The Governance Committee also noted Mr. Clark’s valuable and extensive public company director experience and expertise and Dr. Jallal’s extensive experience in the biopharmaceutical industry, in particular, her expertise in drug development and commercialization across global markets.expertise.

The Governance Committee will consider stockholder recommendations of candidates on the same basis as it considers all other candidates. Stockholders may propose director nominees by adhering to the advance notice procedures described in the section entitled “Other Matters: Stockholder Proposals and Nominations” in this proxy statement and must include all information as required under our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), and any other information that would be required to solicit a proxy under federal securities laws. We may request from the recommending stockholder or recommending stockholder group such other information as may reasonably be required to determine whether each person recommended by a stockholder or stockholder group as a nominee meets the minimum director qualifications established by our Board and is independent based on applicable laws and regulations. The Governance Committee may also establish procedures, from time to time, regarding submission of candidates by stockholders and others.

the Securities and Exchange Commission (the “SEC”), and that each of them and their respective family members have no material relationship with us, commercial or otherwise, that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. In addition, the Board affirmatively determined that Stanley Meresman, who served as a Class I director with a term expiring at the Annual Meeting and who is not standing for re-election, was an independent director under the listing requirements and rules of the Nasdaq and SEC, and that neither he nor his family members had a relationship with us that interfered with his independent judgment in carrying out the responsibilities of a director. Drs. Eltoukhy and Talasaz were determined to not be independent due to their service as our Co-CEOs. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Leadership Structure

Our Board has determined that at this time it is in the best interests of the Company and our stockholders to have Helmy Eltoukhy, our Co-CEO, serve as our Chairperson of the Board, coupled with a strong lead independent director.director, Ian Clark. Dr. Eltoukhy was appointed as Chairperson of the Board on August 5, 2021, succeeding AmirAli Talasaz in this role. We believe having one of our senior executives serve as Chairperson promotes responsibility and accountability, and that our Board benefits from having a Chairperson with his extensive understanding of our business and the unique challenges we face. The Board believes that this structure best facilitates consistent leadership direction and long-term strategic planning, while building a cohesive corporate culture that speaks with a single voice.

Our Board also recognizes the value and importance of a strong independent lead director with clearly delineated responsibilities. The independent directors have appointed Ian Clark to serve as our lead independent director.

As set forth in our Corporate Governance Guidelines, Mr. Clark, as our independent lead director, has clearly delineated and comprehensive duties, including:

Attendance by Members of the Board at Meetings

Our Board held 14six meetings and acted by written consent twicethree times during the year ended December 31, 2021.2022. During 2021,2022, all of our then incumbent directors attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of committees of the Board of which the incumbent director was a member. The membership of each standing committee in FY 20212022 and the number of meetings held during FY 20212022 are identified in the table below.

* Does not include action by written consent

Currently, we do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that, absent compelling circumstances, each of our directors will attend our Annual Meeting. Each of our then-seven incumbent directors attended our 20212022 Annual Meeting of Stockholders (the “2021“2022 Annual Meeting”).

Executive Sessions

Our non-management directors meet regularly in executive sessions without management, to consider such matters as they deem appropriate. Our lead independent director, Mr. Clark, presides over all executive sessions.

chair upon herhis appointment to the Board effective August 4, 2021, and Ms. Potter jointedJune 30, 2022. Mr. Kaul served as chair of the Audit Committee upon her appointment tofrom the Boarddate of our 2022 Annual Meeting until June 30, 2022. Ian Clark served on the Audit Committee until our committee refreshment effective October 15, 2021.May 1, 2022. Our Board has determined that each of these directors is independent as defined by the applicable rules of the Nasdaq and the SEC, and that each member of the Audit Committee meets the financial literacy and experience requirements of the applicable SEC and Nasdaq rules. In addition, our Board has determined that each of Messrs. MeresmanKrognes and Clark,Kaul, and Mss. Joyce and Potter and Dr. Jallal, is an “audit committee financial expert” as defined by the SEC. The Audit Committee met four times and did not act by written consent during the year ended December 31, 2021.

Effective as of May 1, 2022, our Audit Committee will be comprised of Stanley Meresman, as chair, Meghan Joyce and Myrtle Potter. Mr. Meresman’s service on the Board and Audit Committee will cease as of the Annual Meeting.2022.

Our Audit Committee charter requires that the Audit Committee oversee our corporate accounting and financial reporting processes. The primary responsibilities and functions of our Audit Committee are, among other things, as follows:

The Compensation Committee’s responsibilities include, among other things:

Since early October 2019, the Compensation Committee has engaged Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), as independent compensation consultants to provide advice and guidance on the design of our executive compensation programs and practices. Aon attends Compensation Committee meetings when invited and meets with the Compensation Committee without management. Aon provides the Compensation Committee with third-party data and analysis as well as advice and expertise on competitive compensation practices and trends, executive compensation plans and program designs, and proposed executive and director compensation levels. Aon reports directly to the Compensation Committee and, as directed by the Compensation Committee, works with management and the chair of the Compensation Committee.

For 20212022 compensation, Aon assisted the Compensation Committee with the following:

Nominating and Corporate Governance Committee

For fiscal year 2021Our Governance Committee currently consists of Ian Clark, Meghan Joyce, and Steve Krognes, with Mr. Clark serving as chair. Samir Kaul served on the Governance Committee until our committee refreshment effective as of May 1, 2022, our Governance Committee consists of Samir Kaul, Stanley Meresman and Bahija Jallal, with Mr. Kaul serving as chair.2022. Our Board has determined that each of Messrs. Kaul and Meresman, and Dr. Jallal,these directors is independent under Nasdaq rules. The Governance Committee met four times and acted by written consent once during the year ended December 31, 2021. Effective as of May 1, 2022, the Governance Committee will be comprised of Ian Clark, as chair, Bahija Jallal and Meghan Joyce.2022.

In response in part to stockholder feedback, in February 2022, the Board recently reviewed and enhanced the oversight responsibilities of the Governance Committee. The Governance Committee’s responsibilities include, among other things:

Risk Oversight

The Audit Committee of the Board is primarily responsible for overseeing our risk management processes on behalf of the Board. The Audit Committee receives reports from

the most effective approach for addressing the risks we face and that our Board’s leadership structure, which also emphasizes the independence of the Board in its oversight of its business and affairs, supports this approach. The standing committees of the Board retain primary responsibility for risk oversight in the following key areas:

Each of our committees periodically provide updates to the Board regarding significant risk management issues and management’s response.

Business Code of Conduct and Ethics

We have adopted a written Code of Conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. In February 2022, our Board amended the Code of Conduct to increase the breadth and specificity of standards to be upheld by all directors, officers and employees of the Company, including adding and refining guidelines regarding conflicts of interest, business records, gifts and favors, antitrust practices, political contributions, environmental protection, and personal conduct and social media practices. We have posted a current copy of the code on our website, https://investors.guardanthealth.com. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code.

Our Core Values

Environmental, Social and Governance (ESG) Commitment. Our vision is to transform the biotechnology industrycancer care by creating impactful diagnostic tools that will be affordable and accessible to far more patients around the world. We are driven by an intense passion to dramatically change the course of cancer patients’ journeys. Our frustration with the data-starved status quo and our strong desire to improve human health shapes our unique culture. Our mission — to conquer cancer — is at the heart of our ESG commitment and fully integrated into our business strategy.

Grants and Giving. We sponsor and support numerous non-profits and patient advocacy groups and our employees donate their time. Our contributions help to support the work of non-profit organizations of all sizes, working in areas such as cancer research and patient support, community wellness and scientific education, and supporting the mission to accelerate access to innovation for cancer patients.

Safety and Wellness. We are committed to providing a safe and secure work environment and maintaining environmental, health and safety policies that seek to promote the health and safety of our employees and patients. We mandate continual training programs, and we have a robust employee wellness program that recognizes and supports the importance of personal health and work-life balance. We are committed to rewarding, supporting, and developing the employees who make it possible to deliver on our strategy. To that end, we offer a comprehensive total rewards package that includes market-competitive fixed and/or variable pay, broad-based equity grants and bonuses, access to medical, dental, vision and life insurance benefits, disability coverage, fertility subsidies, retirement savings plans, paid time off and family leave, caregiving support, fitness, cellphone and internet reimbursements, and mental health and other wellness benefits.

Governance. We evaluate input from our stockholders and consider their independent oversight of management and our long-term strategy. As part of our commitment to constructive engagement with investors, we evaluate and respond to the views voiced by our stockholders. Our dialogue has led to enhancements in our corporate governance, ESG, and executive compensation activities, which we believe are in the best interest of the Company and our stockholders.

In February 2022, our Board amended our Governance Committee Charter to enhance the Governance Committee’s oversight of corporate social responsibility, including ESG policies and practices.

Communications with our Board

Any interested person, including any stockholder, may communicate with our Board by written mail addressed to Guardant Health, Inc. Board of Directors, c/o Corporate Secretary,

DIRECTOR COMPENSATION

Our Director Compensation Program is intended to fairly compensate our non-employee directors for the time and effort necessary to serve on our Board, in a manner that is competitive and serves the best interests of the Company and our stockholders.

Process for Determining Director Compensation. Decisions regarding the non-employee director compensation program are approved by our full Board based on recommendations by the Compensation Committee. The Compensation Committee reviews the total compensation of our non-employee directors and each element of our director compensation program each year, with this review usually scheduled before our annual stockholder meeting. The Compensation Committee consults with its independent compensation consultant periodically as to the competitive position of our director compensation program, both in terms of the compensation amount and with respect to the program’s design, against those of our peers (information about our peer group is on page 45)47).

The Board adopted its current equity-only compensation program, described below, effective as of June 12, 2020, the date of our 2020 annual stockholders’ meeting. The compensation for our Board members is aligned with long-term value creation because it consists solely of stock option and restricted stock unit awards that do not vest as to any of the underlying shares until one-year after the grant date. By using a program that is entirely based on stock awards, the Board has established that a compensation program that fully aligns their interests with those of our stockholders. Our directors do not receive cash compensation for their service as directors, but we pay their reasonable expenses incurred for attending meetings. The Compensation Committee did not recommend to the Board any adjustments to our director compensation program for 2021.2022.

The following is a summary of our director compensation program that was adopted in June 2020 and remained in effect for 2021:2022:

Initial Awards (each, an “Initial Award”)

Annual Awards (each, an “Annual Award”)

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Board (in addition to the compensation payable for their service as our employees). Drs. Eltoukhy and Talasaz are not included in the table below because they did not receive any additional compensation for their service on our Board. Drs. Eltoukhy’s and Talasaz’s 20212022 compensation is presented in the Summary Compensation Table found on page 60.

PROPOSAL 11:

ELECTION OF DIRECTORS

Board Nominees

Pursuant to our Certificate of Incorporation and our Bylaws, the total number of directors constituting the Board is fixed from time to time by the Board. There are currently nine authorized directors and nine persons serving as directors. The Board has reduced the authorized number of directors effective as of the Annual Meeting to eight members.

The Board is divided into three classes (Class I, Class II and Class III) with staggered terms of three years each and holding office until his or her successor is duly elected and qualified, or until his or her earlier resignation or removalremoval. Each class contains as nearly as possible an equal number of directors. The term of one class expires at each annual meeting of stockholders; thus, directors typically stand for election after three years, unless they are filling an unexpired term. The current term of office of our Class III Directors expires at the Annual Meeting, while the term for our Class IIIII Directors will expire at our 20232024 annual meeting of stockholders and the term for our Class IIII Directors expires at our 20242025 annual meeting of stockholders. On August 4, 2021, Meghan JoyceJune 30, 2022, Steve Krognes was appointed to the Board as a Class IIIII director to serve for a term expiring at our 20232024 annual meeting of stockholders. On October 15, 2021, Myrtle PotterFebruary 21, 2023, Musa Tariq was appointed to the Board as a Class I director, effective as of March 6, 2023, to serve for a term expiring at our Annual Meeting. As a Class I director, Mr. Meresman will not stand for reelection at the Annual Meeting and therefore his term will expire at the Annual Meeting.2025 annual meeting of stockholders.

Based upon the recommendation of our Governance Committee, the Board has nominated Vijaya GaddeIan Clark, Meghan Joyce and Myrtle Potter,Samir Kaul, each a current Class III Director, for re-election at the Annual Meeting. Each director elected at the Annual Meeting will serve a three-year term expiring at the 20252026 annual meeting of stockholders and until his or her successor is duly elected and qualified as a Class III Director, or until his or her earlier death, resignation or removal. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the twothree nominees named in this proxy statement.

The Board and the Governance Committee believe the skills, qualities, attributes and experience of our directors provide us with business acumen and a diverse range of perspectives to engage each other and management to effectively address our evolving needs and represent the best interests of our stockholders.

Vacancies on the Board, including any vacancy created by an increase in the size of the Board, may be filled only by a majority of the directors remaining in office, even though less than a quorum of the Board, or a sole remaining director. A director elected by the Board to fill a vacancy will serve until the next election of the class of directors for which such director was chosen and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.

If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.

Information about Class III Director Nominees

Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led the Board to conclude that each nominee should serve on the Board at this time.

Information about Other Directors Not Standing for Election at this Meeting

Directors who will continue to serve after the Annual Meeting are listed below.

Class III Director with Term Expiring at the 2024 Annual Meeting

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EXECUTIVE OFFICERS

The following are our executive officers as of the Record Date.

The following sets for the biographical information of our Executive Officers. Biographical information pertaining to Helmy Eltoukhy, who is our Chairperson of the Board and our Co-CEO, and AmirAli Talasaz, who is a member of the Board and our Co-CEO, may be found in the section above entitled “Proposal 1: Election of Directors – Information about Other Directors Not Standing for Election at this Meeting – Class III Director with Term Expiring at the 2024 Annual Meeting”.

Michael Bell.Mr. Bell has served as our Chief Financial Officer since January 2021. He most recently served as the Chief Financial Officer of CareDx, Inc., a precision medicine company focused on transplantation, from April 2017 to December 2020. From January 2016 to March 2017, Mr. Bell served as the Chief Financial Officer of Metabiota, Inc., a company that develops and sells risk analytics products focused on infectious disease. From May 2012 to January 2016, he served as the Chief Financial Officer of Singulex, Inc., a clinical diagnostics company. Prior to that, Mr. Bell held leadership and executive positions within Novartis, including with Novartis Diagnostics, a global provider of blood screening solutions, where he served as Chief Financial Officer from 2011 to 2012, and Senior Director, Global Head of Finance from 2008 to 2011. Mr. Bell also previously worked for several years in public accounting with both Ernst & Young and Deloitte, UK. He holds a Bachelor of Science degree in Mathematics with Computing from the University of Leicester in the United Kingdom and is a Fellow of the Institute of Chartered Accountants in England & Wales.

Craig Eagle, M.D. Dr. Eagle has served as our Chief Medical Officer since April 2021. He most recently served as Vice President of Medical Affairs Oncology for Genentech, a company that uses human generic information to develop, manufacture and sell medicines for serious conditions, from 2019 to 2021, where he oversaw the medical programs across the oncology portfolio and developed innovative cancer trials and strategies in personalized health care. Prior to Genentech, Dr. Eagle has held several positions in the U.S. and internationally at Pfizer, from 2009 to 2019, including global head of the Oncology Medical

graduated from medical school at the University of New South Wales in Sydney, Australia and received his general internist training at Royal North Shore Hospital in Sydney. Dr. Eagle completed his specialist training in hemato-oncology and laboratory hematology at Royal Prince Alfred Hospital in Sydney and was granted Fellowship in the Royal Australasian College of Physicians (FRACP) and the Royal College of Pathologists Australasia (FRCPA).

Christopher Freeman. Mr. Freeman has served as our Chief Commercial Officer since June 2021. He most recently served as Vice President of the HIV Business Unit at Gilead Sciences, Inc., leading the $13 billion HIV treatment and prevention business, from January 2020 to June 2021. During the COVID-19 pandemic, Mr. Freeman led the Emergency Use Authorization for Veklury (remdesivir) to treat COVID-19. Mr. Freeman previously worked at Elan Pharmaceuticals from 2008 to 2011 where he was commercial lead for Elan’s Alzheimer’s pipeline products, and from 2001 to 2008, he worked at Genentech where he led marketing for their oncology product, Rituxan, and Xolair for patients suffering from asthma and severe allergies. Mr. Freeman is a member of the National Board of Directors for Dream Foundation, a national dream-granting organization for terminally ill adults and their families. Mr. Freeman served in the U.S. Army for five years, first enlisting as a Lieutenant and was promoted to Captain before being honorably discharged in 2001. Mr. Freeman graduated from the United States Military Academy at West Point.

Kumud Kalia. Mr. Kalia has served as our Chief Information Officer since January 2021. He most recently served as Chief Information and Technology Officer as well as other executive roles at Cylance, Inc., from March 2018 to June 2019, and previously served as Chief Information Officer at Akamai Technologies from October 2011 to February 2018. Prior to Akamai, Mr. Kalia worked at Direct Energy, an energy and services business operating in the U.S. and Canada, from March 2005 to January 2011, and where at the time of his departure he was the Chief Information Officer and Executive Vice President of Customer Operations. Earlier in his career, Mr. Kalia was Vice President and Chief Information Officer of the Business Markets Group of Qwest Communications International from 2002 to 2004 and served as Chief Information Officer for Dresdner Group in North America from 1998 to 2002. He has also performed in technology, operations and strategy roles at various investment banks. Mr. Kalia holds a Master’s degree in Information and Cyber Security from the University of California, Berkeley, an honors degree in Electronic Engineering from Bangor University, is a chartered engineer, and is a Fellow of both the Institution of Engineering and Technology and the British Computer Society.

Amelia Merrill. Ms. Merrill has served as our Senior Vice President, People, since August 2021, and prior to that as our Vice President, People, since May 2017. Prior to joining Guardant, she served as the Senior Vice President, People Strategy at Risk Management Solutions (RMS). She has also been an Advisory Board Member at Gild and RolePoint, and an Advisor for PeopleTech Partners and Wepow.

John Saia.Mr. Saia has served as our Chief Legal Officer and Corporate Secretary since April 2022, and prior to that as our Senior Vice President, General Counsel and Corporate Secretary since May 2020. He most recently served as Senior Vice President, General Counsel and Corporate Secretary of WageWorks, Inc., an administrator of consumer-directed benefits, from January 2019 until its acquisition by HealthEquity, Inc. in August 2019, and as General Counsel and Corporate Secretary for AcelRx Pharmaceuticals,

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Inc., a specialty pharmaceutical company, from April 2018 to January 2019. Mr. Saia led legal and compliance activities worldwide for both WageWorks and AcelRx. Prior to that, he spent more than a decade serving in numerous legal and compliance leadership roles at McKesson Corporation, ending his tenure in April 2018 as its Corporate Secretary and Associate General Counsel. In addition to holding positions at several highly respected law firms, Mr. Saia also held roles at the U.S. Securities and Exchange Commission and the U.S. Department of Justice. Mr. Saia graduated cum laude from Santa Clara University and holds a Juris Doctorate from The George Washington School of Law.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) discusses the principles and objectives underlying our policies and decisions with respect to the compensation of our named executive officers (“NEOs”) and other material factors relevant to an analysis of these policies and decisions regarding our 20212022 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further compensation information for our 20212022 NEOs:

Quick CD&A Reference Guide

I.  BUSINESS AND COMPENSATION OVERVIEW

Company Overview

We are a leading precision oncology company focused on helping conquer cancer globally through the use of our proprietary tests, vast data sets and advanced analytics. TodayWe believe our proprietary tests are helping to realize the full potential of precision oncologycan transform cancer care by providing patients and their doctors criticalunlocking insights that can inform decisionswill help patients at all stages of the disease, from screening, to monitoring cancer recurrence, to treatment decisions. We believe that the key to conquering cancer is unprecedented access to its molecular information throughout all stages of the disease, which we intend to enable by our tests. By looking at the

Guardant360 Response which will be usedblood test to measure early indications to patients’predict patient response to treatment up toimmunotherapy or targeted therapy eight weeks earlier than current standard-of-care imaging.

We also collaborate with biopharmaceutical companies in clinical studies by providing the above-mentioned tests, as well as the GuardantOMNI blood test for advanced-stage cancer, and the GuardantINFINITY blood test, launched in September 2022, which is a next-generation smart liquid biopsy that provides new, multi-dimensional insights into the complexities of tumor molecular profiles and immune response evaluation criteria in solid tumors. Weto advance cancer research and therapy development. Using data collected from our tests, we have also developed our GuardantINFORM platform to furtherhelp biopharmaceutical companies accelerate precision oncology drug development by biopharmaceutical companies by offering them an through the use of this in-silico research platform to unlock further insights into tumor evolution and treatment resistance across various biomarker-driven cancers.

Most recently,In May 2022, we launched the Shield LDT test to address the needs of individuals eligible for colorectal cancer screening. From a simple blood draw, Shield uses a novel multimodal approach to detect colorectal cancer signals in the bloodstream, including DNA that is shed by tumors. In addition, in December 2022, we announced positive results from ECLIPSE, an over 20,000 patient registrational study evaluating the performance of our Shield blood test for detecting colorectal cancer in average-risk adults. We also expect to expand into lung and multi-cancer screening with our investigational, next-generation Shield assay.

We have implemented a set of values and core beliefs for the Company to drive cultural change and create an environment centered on patient care, collaboration, inclusion and innovation. For more information on our refreshed values, please see “Corporate Governance—Environmental, Social and Governance—Guardant’s Values”.

We believe our tests can expand the scope of precision oncology to earlier stages of the disease, improve patient outcomes and lower healthcare costs.

Stockholder Engagement

General. We recognize the value of a robust stockholder outreach program. We engage in regular, constructive dialogue with our stockholders on matters relevant to our business, including corporate governance, executive compensation, strategy, ESGenvironmental, social and governance issues and human capital management. We believe that our approach to engaging openly with our stockholders drives increased corporate accountability, improves decision making, and ultimately creates long-term value.

Our Stockholder Engagement Cycle

Robust Stockholder Engagement

Robust Stockholder Engagement

Advisory Vote on Executive Compensation and Actions Taken in Response

At our 20212022 Annual Meeting, we received approximately 38%61.2% support of the votes cast on our Say-on-Pay proposal. In addition to the outreach conducted in the weeks leading up to our 2021 annual meeting of stockholders (the “20212022 Annual Meeting”),Meeting, following our review of the results of the shareholder advisory vote at the 20212022 Annual Meeting, we again reached out to stockholders to solicit feedback. Duringfeedback on our investors’ concerns with the compensation of our NEOs. As part of this outreach program, during the third and fourth quarters of 20212022 and the first quarter of 2022,2023, we contacted our top 75 stockholders, representing more than 86%85% of the Company’s outstanding shares of common stock. We ultimately spoke with 2521 stockholders representing approximately 57% of the Company’s outstanding shares of common stock, including at least 10five institutions that voted “against” our Say-on-Pay proposal last year. EightSeven of these stockholders, representing approximately 6%30% of the Company’s outstanding shares of common stock, declined and indicated a meeting with the Company was not necessary, while 1714 of these stockholders, representing approximately 51%27% of the Company’s outstanding shares of common stock, engaged with us and provided substantive feedback. We also engaged with the research teams at proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co. to hear their feedback regarding our programs.

The Compensation Committee Chair (when requested), together with the Senior Vice President, General Counsel and Secretary,Chief Legal Officer, our Vice President of Investor Relations and other members of the corporate legal team participated in this effort on behalf of the Company. All feedback received was shared and discussed with the Compensation Committee, the Governance Committee and the full Board.

The following provides additional details regarding how our Compensation Committee implemented the changes described in the table above:

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Compensation Objectives

The core elements of the Compensation Committee’s executive compensation philosophy are as follows:

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20212022 Select Business Highlights

We had another exceptionally stronga year of great progress in 2021, notwithstanding the continued impact of COVID-19,2022, with outstandingsolid growth in our financial results and strong progressadvancement in our

Key highlights include the following:

Financial Results

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Adjusted EBITDA loss was $231.5 million for 2021, as compared to a $84.4 million loss for 2020. Adjusted EBITDA is defined as net loss attributable to the Company’s common stockholders adjusted for interest income; interest expense; other (income) expense, net, provision for income taxes; depreciation and amortization expense; stock-based compensation expense and related employer payroll tax payments; adjustments relating to redeemable non-controlling interest and contingent consideration and, if applicable in a reporting period, acquisition-related expenses and other non-recurring items.

Based on our 2021 financial results and2022 oncology product development and research-based achievements and financial results, the Compensation Committee determined that overall achievement relative to the goals was 109%67% of target.

20212022 Long-Term Incentives. Our2022 equity grants for our NEOs received RSUsother than Drs. Eltoukhy and Talasaz (who were not eligible to receive a 2022 equity grant pursuant to the terms of the Waiver Letters) consisted of stock options as new hire grants.and restricted stock units, with the target value divided evenly between these awards. Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Compensation Committee intends to structurestructures the long-term incentive opportunity to motivate executive officers to achieve multiyearmulti-year strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

IntroductionAs part of PSUsthe continuing evolution of the executive compensation program, in 2020. As the Company has evolved and grown,early 2023, the Compensation Committee believes thatbegan to incorporate performance-based equity when it granted PSUs to the formNEOs, other than our co-CEOs. See below for a description of long-term incentives awarded to our employees should also evolve to include performance-based equity. This evolution began with the Founders’ 2020 Performance Awards and in 2020, the Company introduced PSUs with a financial performance metric related to revenue and an operational milestone metric