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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
Filed by the Registrant        Filed by a Party other than the Registrant    
Check the appropriate box:
☐    Preliminary Proxy Statement
☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒    Definitive Proxy Statement
☐    Definitive Additional Materials
☐    Soliciting Material Under Rule 14a-12
Myriad Genetics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

☒    No fee required.

☐    Fee paid previously with preliminary materials.

☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(j)(1) and 0-11.





https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Myriad Logo.jpg

“At Myriad Genetics, we have a mission to advance health and well-being for all. That means empowering patients to take control of their health and enabling healthcare providers to better detect, treat and prevent disease. Genetic insights and precision medicine play an important role in advancing care, improving access and reducing costs, and we are proud of our decades-long tradition of collaboration and partnership with healthcare providers to lead these efforts. To further our mission in 2022, we continued executing against our long-term strategic plan and building on our foundation for innovation and sustainable growth. We believe the market’s growing response to our commercial initiatives has given us tremendous momentum as we embark on 2023.”

Paul J. Diaz
President and CEO
Myriad Genetics

Dear Stakeholders,

In the years following the COVID-19 pandemic, our business has seen no shortage of market obstacles to overcome. The year 2022 was defined by volatility in the form of rising inflation, increased interest rates and a challenging time in the capital markets. Despite these headwinds, we remained steadfast in our mission to advance health and well-being for all by continuing to focus on our patients and the providers who serve them. We’ve seen positive impacts in all areas of our organization, and we owe much of our success to our teammates and the thousands of healthcare professionals we’ve partnered and collaborated with over the years. I offer my sincere appreciation to our customers, partners, employees and the entire healthcare community for their support and confidence.

Strategic Priorities

Our strategic priorities reflect our goal to be a differentiated partner with specialized expertise. It is underpinned by three principles:

Innovative science that improves clinical outcomes, ease of use and access.

Since the founding of our company, we have served more than seven million patients through our genetic tests and screens. With more than 42,000 active ordering physicians and 95% of payers covering Myriad hereditary cancer testing in network, there is a wealth of opportunity to focus and improve our efforts in the areas of clinical outcomes, ease of use and access. Through new offerings such as a unified ordering portal, our partnership with ClinVar and Epic, and faster test result turnaround times, we’re making it easier to work with us, and we are creating greater access to our science.

Building scalable enterprise capabilities to accelerate growth.

In 2022, we continued to execute against our commercial and operational growth initiatives and took action to enhance our core infrastructure. We improved our online presence to more fully digitize provider, patient and payor engagement, and our unified ordering portal made its limited launch debut with continued roll-out planned into 2023. We launched our first Epic electronic medical record (EMR) integration with an expected phased roll-out into 2023 and beyond. Finally, we continued to refine our revenue cycle management activities which showed significant improvement in 2021 and 2022. As a result, we can now better communicate our differentiated value proposition, remove friction for healthcare providers and their patients and gain reimbursement levels that reflect the value of our diagnostic offerings.





Disciplined execution and delivery of consistent results.

The year 2022 revealed many of our strengths and strategic advantages. First, we have grown total test volume every year since 2020 and know how to get paid for our tests. We believe product pricing is stable, and we have visibility into pricing moving forward. We also have a disciplined cost management structure, as we expect to maintain our strong gross margins and manage our operating expenses. Furthermore, we are committed to effective capital deployment in key areas that will improve the customer experience and have identified clear growth catalysts through the expected introduction of new solutions such as FirstGene, minimal residual disease (MRD) and Precise Liquid and strategic tuck-in acquisitions like Gateway Genomics.

Financial and Operating Performance

We saw positive trends build throughout the course of 2022 and ended the year with fourth quarter total revenue growing 11% year-over-year. This increase was driven by double-digit growth in both MyRisk®hereditary cancer testing and GeneSight testing volumes. Our full-year 2022 revenue of $678 million represents a 6% increase from 2021, excluding divested businesses, and we continue to maintain industry-leading gross margins while strategically investing in product innovation, core infrastructure, automated customer journey and new talent.

Business Highlights

Oncology

We provide physicians with insights to guide and clarify cancer treatment with genetic testing and companion diagnostic tests. In the fourth quarter 2022, we saw a 9% increase in quarterly volumes compared to the fourth quarter of 2021. The Oncology business delivered $75.9 million in revenue in the fourth quarter with a reported test volume of approximately 50,000. With Prolaris, our market-leading prostate cancer test, we continue to reach patients with diagnosed prostate cancer to provide them and their physicians with information to guide treatment decisions. In the fourth quarter, Prolaris volumes increased by 17% year-over-year. Moreover, in March 2023, we expanded our strategic partnership with Illumina to broaden access and availability of oncology homologous recombination deficiency (HRD) testing in the United States. This expanded partnership also establishes a unique companion diagnostic (CDx) alliance for the pharmaceutical industry, which we believe will enable more clinical research for gene-based, targeted therapies.

Women’s Health

We serve women assessing their risk of cancer and offer prenatal testing for those who are pregnant or planning a family. Salesperson productivity increased by 10% in the fourth quarter 2022 which drove a quarterly volume increase of 35% from the fourth quarter of 2021. We have an exciting future ahead with the upcoming launch of FirstGene, a 4-in-1 prenatal and carrier screening test. Furthermore, in November 2022, we closed and successfully integrated the acquisition of Gateway Genomics and its leading product, SneakPeek, an early gender DNA test. SneakPeek continues to perform well across its commercial channels.

Mental Health

Our GeneSight® Psychotropic test helps physicians better understand how antidepressants and other drugs may affect patients based on their genetic makeup. In 2022, GeneSight continued to see increased adoption by providers which drove exceptional growth supported by a commercial model that is highly focused on digital engagement and inside sales. Fourth quarter 2022 volume for GeneSight increased 23% compared to the fourth quarter of 2021. Furthermore, we added more than 3,000 clinicians who ordered GeneSight for the first time in the fourth quarter 2022 and totaled 1.6 million visitors to our website in 2022.

Innovation and Technology

In addition to product portfolio enhancements, we are investing more than $50 million in technology to improve the customer experience. We executed a limited launch of our unified ordering portal with continued roll-out planned into 2023. Through this investment, we expect patients and healthcare providers to reap the benefits of access and ease of use through the portal’s EMR integration, results reporting and billing features.





We also anticipate the 2023 opening of our state-of-the-art Labs of the Future. A new LEED-certified research and innovation center is under construction in South San Francisco at the Nexus on Grand biotech center, and an advanced molecular diagnostics laboratory in Salt Lake City is near completion. Together, we believe these new facilities will represent two of the most revolutionary genome centers in the world, bringing new sequencing capabilities powered by advanced robotics and data analytics. All of this means better, faster and more accurate results for the patients and healthcare providers who rely on them.

Talent and Culture

Myriad Genetics is committed to professional and personal development. We believe learning and growth at work – and in life – is a journey and life-long process. To this end, our People Services Team launched Learning@Myriad in 2022, providing expert-curated content that’s engaging and relevant to employees while also impactful to our business. In the past year, we partnered with Executive Education at the University of Utah to create a teammate learning and development program focused on actionable leadership competencies.

Commitment to Environmental and Social Responsibility and Governance

We are committed to high standards of environmental and social responsibility, and governance (ESG).

Diversity, Equity and Inclusion

Women make up 62% of our workforce, 46% of leadership roles, and 33% of our Board members, including the Chair of our Board, and 44% of our Board members come from diverse gender, ethnic, and cultural backgrounds. A key initiative in our Diversity, Equity and Inclusion (DEI) efforts is to build a strong pipeline of diverse talent for the industry. In 2022, we partnered with North Carolina Central University to create an internship program that focuses on connecting with students and introducing them to Myriad. Students spent a summer working with us on projects, learning about genetics and how to chart their own path in the industry. As a result, we formed a positive relationship with North Carolina Central University and intend to expand the program in 2023.

Environment

In 2022, we placed a focus on improving our environmental footprint. We conducted an assessment to develop a baseline for our environmental impact. The results from the study will allow us to create an action plan to reduce our emissions and environmental footprint. In our laboratories, we actively track our recycling of plastics, and in the coming year, we plan to create enterprise-wide environmental goals.

Governance

The Board of Directors considers its composition, diversity, capabilities, expertise and experience in view of business strategies, challenges, and opportunities. Our board members come from diverse gender, ethnic and cultural backgrounds, representing the stakeholders we serve. In 2022, we welcomed Paul M. Bisaro as a new board member. With an extensive career in the pharmaceutical industry serving in executive chairman, CEO and multiple other senior executive roles, Mr. Bisaro brings a wealth of experience to help Myriad continue its positive impact on patient lives and creating shareholder value.

2023 Annual Meeting of Stockholders

We invite you to participate in our virtual 2023 Annual Meeting of Stockholders, during which you will be able to vote your shares electronically and submit questions. We will ask you to (1) elect three Class III directors to our Board of Directors, (2) ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023, (3) approve, on a non-binding advisory basis, the executive compensation of our named executive officers; (4) approve, on an advisory basis, the frequency of holding an advisory vote on the compensation of our named executive officers every year; (5) approve an amendment to our 2017 Employee, Director and Consultant Equity Incentive Plan, to replenish the share pool for equity incentive grants; (6) approve an amendment to the Company’s Restated Certificate of Incorporation to add a federal forum selection clause; (7) approve an amendment to the Company’s Restated Certificate of Incorporation to limit the personal liability of certain of our senior officers; and (8) act on any other business matters properly brought before the meeting. More information is included in our proxy statement. Your vote is important to us. Whether you attend the Annual Meeting or not, please vote promptly and submit your proxy online, by telephone, or by following the instructions on the proxy card or voting instruction card.





An Optimistic Future

In hindsight, 2022 provided no shortage of challenges in a volatile market with ever-evolving patient and healthcare provider needs. Yet our mission remains at the forefront of every decision we make and action we take, and it has ultimately fueled our growth and success. Our mission will continue to drive us forward into 2023 and beyond. Again, I want to thank our teammates for their dedication to the opportunity to advance genetic testing and precision medicine and express sincere gratitude to our customers, shareholders, and investors for their confidence in us and our company. I firmly believe this level of partnership, collaboration, support and dedication positions us for lasting success as we work diligently to reach our goals and exceed your expectations.

Sincerely,

https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Image_2.jpg

Paul J. Diaz
President and Chief Executive Officer
Myriad Genetics, Inc.





MYRIAD GENETICS, INC.
320 Wakara Way
Salt Lake City, Utah 84108

Notice of 2023 Annual Meeting of Stockholders

Time: 11:30 a.m. EDT

Date: Thursday, June 1, 2023

Place: This year’s Annual Meeting of Stockholders (the "Annual Meeting") will be a virtual meeting via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting the following URL: www.virtualshareholdermeeting.com/MYGN2023 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials or proxy card that you receive. For further information about the virtual Annual Meeting, please call our investor relations department at (801) 584-3532.

Purposes:

1. To elect three Class III directors to the Board of Directors to serve until the 2026 Annual Meeting of Stockholders;

2. To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;

4. To approve, on an advisory basis, the frequency of holding an advisory vote on the compensation of our named executive officers every year;

5. To approve a proposed amendment to our 2017 Employee, Director and Consultant Equity Incentive Plan, as amended, to replenish the share pool for equity incentive grants;

6. To approve an amendment to the Company's Restated Certificate of Incorporation, as amended, to add a federal forum selection clause;

7. To approve an amendment to the Company's Restated Certificate of Incorporation, as amended, to limit the personal liability of certain senior officers of the Company as permitted by recent amendments to Delaware law; and

8. To transact such other business that is properly presented at the Annual Meeting and any adjournments or postponements thereof.

Who May Vote:

You may vote if you were an owner of record of Myriad Genetics, Inc. common stock at the close of business on April 6, 2023. A list of stockholders of record will be available for inspection during the ten days prior to the meeting at the office of the Corporate Secretary at Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah 84108.

All stockholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the meeting or not, please vote by following the instructions on the Notice of Internet Availability of Proxy Materials that you have previously received, or will shortly receive, which we refer to as the Notice, or in the section of this proxy statement entitled ‘‘Important Information About the Annual Meeting and Voting — How Do I Vote?’’ or, if you requested printed proxy materials, your proxy card. You may change or revoke your proxy at any time before it is voted.

On or about April 12, 2023, we began sending the Notice to all stockholders entitled to vote at the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Paul J. Diaz
President and Chief Executive Officer

April 12, 2023




Important Notice Regarding the Availability of Proxy Materials for
the Stockholder Meeting to be held on June 1, 2023

This proxy statement, and our annual report on Form 10-K to stockholders for the year ended December 31, 2022, are available for viewing, printing, and downloading at www.proxyvote.com. To view these materials, please have available your 16-digit control number(s) that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you may find a copy of our annual report on Form 10-K, which includes our financial statements for the year ended December 31, 2022, on the website of the Securities and Exchange Commission at www.sec.gov, or in the ‘‘Financial Reporting/SEC Filings’’ section of the ‘‘Investor Relations’’ section of our website at www.myriad.com. You also may obtain a printed copy of our annual report on Form 10-K, including our financial statements from us, free of charge, by sending a written request to: Corporate Secretary, Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah 84108. Exhibits will be provided upon written request and payment of an appropriate processing fee.






Cautionary Information and Forward-Looking Statements

This proxy statement contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “goal,” "strategy" and “commit” or similar expressions. In particular, statements regarding our plans, strategies, prospects and expectations regarding our business and industry are forward-looking statements. They reflect our expectations, are not guarantees of performance and speak only as of the date of this proxy statement. Except as required by law, we do not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements. Our business results are subject to a variety of risks, including those that are described in our annual report on Form 10-K for the year ended December 31, 2022 and elsewhere in our filings with the Securities and Exchange Commission. If any of these considerations or risks materialize or intensify, our expectations (or underlying assumptions) may change and our performance may be adversely affected.

Website links included in this proxy statement are for convenience only. Information contained on or accessible through such website links is not incorporated herein and does not constitute a part of this proxy statement.






Table of Contents

Page
32
49
52
59
Director Compensation
62
63
64
64
65
67
68
69




79
A-84
B-87




Proxy Summary
This summary highlights information about Myriad Genetics, Inc. and its upcoming 2023 Annual Meeting of Stockholders ("Annual Meeting") contained elsewhere in this proxy statement or in our corporate governance documents published on our website at investor.myriad.com/corporate-governance. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are provided to help you find further information in this proxy statement.

Annual Meeting of Stockholders

Time and Date:11:30 a.m. Eastern Daylight Time on Thursday, June 1, 2023
Place:The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast at the following address: www.virtualshareholdermeeting.com/MYGN2023
Record Date:Thursday, April 6, 2023 (as of the close of business)
Mailing Date:This proxy statement was first mailed or made available to stockholders on or about April 12, 2023.
Voting:Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Voting Matters and Board Recommendations

ProposalsBoard Vote RecommendationPage
1. Elect Three DirectorsFOR EACH NOMINEEP. 69
2. Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2023FORP. 70
3. Advisory Vote to Approve Executive CompensationFORP. 72
4. Advisory Vote to Approve Frequency of Holding an Advisory Vote on Executive CompensationEvery YearP. 74
5. Amendment to 2017 Employee, Director and Consultant Equity Incentive Plan to Replenish the Share Pool for Equity Incentive GrantsFORP. 75
6. Amendment to Restated Certificate of Incorporation to Add a Federal Forum Selection ClauseFORP. 79
7. Amendment to Restated Certificate of Incorporation to Limit the Personal Liability of Certain Senior Officers of the CompanyFORP. 80

How Do I Vote (page 7)

Your vote is important. Please exercise your right as a stockholder and submit your proxy as soon as possible. You may vote if you were a stockholder as of the close of business on April 6, 2023.

You may cast your votes by any of the following methods:

Via the Internet
www.proxyvote.com
until 11:59 p.m. Eastern Daylight Time on Wednesday, May 31, 2023.
By Telephone
Call the phone number located on your Notice or on the top of your proxy card until 11:59 p.m. Eastern Daylight Time on Wednesday, May 31, 2023.
By Mail Complete, sign, date and return your proxy card or voting instruction card so that it is received before the polls close on Thursday, June 1, 2023.
In-Person
Whether you are a stockholder of record or hold your shares in "street name," you may participate in and vote online at the Annual Meeting. You will need to enter your 16-digit control number to vote your shares at the Annual Meeting. Please visit www.virtualshareholdermeeting.com/MYGN2023 for instructions on how to attend the Annual Meeting live over the Internet. To vote during the Annual Meeting when the polls open use the "vote" button on the interface.

1



2022 Business Performance Highlights

During fiscal year 2022, despite headwinds in the form of rising inflation and increased interest rates, we continued to make progress on our strategic growth plan. Some of our fiscal year 2022 business highlights include:

Financial Performance

Revenues: Excluding revenue from divested businesses, our revenues increased 6% from fiscal year 2021 to $678.1 million. Our revenue growth was driven by GeneSight revenue growth of 36% year-over-year as well as prenatal and tumor profiling revenue growth year-over-year of 9% and 6%, respectively.
GAAP Operating Loss: GAAP operating loss was $(140.6) million, an improvement of $49.9 million, or 26.2%, from fiscal year 2021.
Adjusted Operating Loss: Adjusted operating loss was $(32.8) million for fiscal year 2022, compared to adjusted operating income of $9.1 million in fiscal year 2021.(1)
GAAP and Non-GAAP Loss Per Share: GAAP loss per share was $(1.39) and non-GAAP adjusted loss per share was $(0.30) for fiscal year 2022.(1)
Operating Expenses: GAAP operating expenses decreased approximately 10% year-over-year and non-GAAP adjusted operating expenses increased 5% year-over-year, reflecting incremental investments in research and development, technology and commercial tools, pipeline development and sales and marketing programs, and Gateway Genomics, LLC ("Gateway"), which we acquired in November 2022, as well as the impact of the inflationary environment.(1)

(1) See reconciliation of adjusted operating loss to GAAP operating loss, non-GAAP adjusted loss per share to GAAP loss per share and GAAP operating expenses to non-GAAP adjusted operating expenses in Appendix A.

New or Enhanced Products

MyRisk Hereditary Cancer Test: We expanded our MyRisk hereditary cancer test to include 13 additional actionable gene markers and four new indications: including indications for renal, lung, endocrine and gastric cancers.
Precise Oncology Solutions: We launched Precise Oncology Solutions, a comprehensive offering that includes our new Precise Tumor Molecular Profile Test, developed in collaboration with Intermountain Precision Genomics and Illumina, our MyRisk Hereditary Cancer Test and our two companion diagnostic tests, MyChoice CDx and BRACAnalysis CDx.
GeneSight Psychotropic Mental Health Medication Test: We launched GeneSight Psychotropic 4.1, an update to the GeneSight test featuring improved clinical considerations, drug categorization, additional medications, and revised phenotype language for certain genes.

Leadership

New Company leaders: We hired several new Company leaders, including our General Manager, Oncology, Chief Marketing Officer, Senior Vice President, Business Development, Senior Vice President, Product Management, and Vice President, Lab Transformation. We also promoted existing Company employees to serve as Chief Commercial Officer and Chief Scientific Officer.

Strategic Growth Plan

Accelerate Growth through Internal Initiatives: We continue to focus on accelerating growth through, among other things, deploying our commercial model to our Women's Health business, launching new products and capabilities in 2023, such as our unified ordering portal, FirstGene, and, on a research use only basis, Precise minimal residual disease ("MRD"), and adapting our go-to-market model to large health systems and physician groups.
Improved Customer Engagement: During 2022, we significantly improved our perception among providers and patients through improved customer support, providing test results faster, product enhancements and sharing genetic data through ClinVar.
Accelerate Growth through Strategic Partnerships, Collaborations and Acquisitions: In November 2022, we acquired Gateway, a personal genomics company and developer of consumer genetic tests including the SneakPeek Early Gender DNA Test. In June 2022, we announced a partnership with Epic, an industry leading healthcare software company, to integrate our full line of genetic tests with Epic's network of physicians and patients.

For additional information about our 2022 business performance, please see the CEO Letter above and the "Executive Compensation-Compensation Discussion and Analysis-2022 Fiscal Year Performance" section starting on page 34.

Corporate Governance Highlights (page 13)

Myriad Genetics is committed to good corporate governance practices and policies. The Board of Directors (the "Board") recently revised our Corporate Governance Principles to memorialize certain of our current corporate governance practices and policies, including that:

the Board and each Board committee conducts an annual self-evaluation, and each director's ability to contribute to the Board is assessed in connection with his or her renomination as a director;

2



directors should promptly advise the Board Chair of any actual or potential conflicts of interest that may arise by reason of any new responsibilities or affiliations that the director may have assumed;

each Board committee, through its chairperson or otherwise, will regularly communicate and coordinate with other Board committees where committee responsibilities overlap or that require the involvement of multiple committees, such as environmental, social and governance ("ESG") matters;

if a member of our Audit and Finance Committee ("AFC") seeks to serve on the audit committee of another public company and that service will result in more than two simultaneous public company audit committee memberships in addition to that of the Company, the director must seek and obtain a determination from the Board or the Nominating, Environmental, Social and Governance Committee ("NESGC"), in advance of accepting such service, that such service will not impair the ability of such director to serve effectively on the AFC; and

each director is expected to be involved in continuing director education on an ongoing basis to enable him or her to function effectively on the Board and committees on which the director serves.

The Board also recently updated our Insider Trading Policy to make certain enhancements to the policy and conform our policy regarding Rule 10b5-1 trading plans to the new Rule 10b5-1 trading plan rules promulgated by the U.S. Securities and Exchange Commission.

Our corporate governance practices also include the following:

Eight out of nine directors are independent
Compensation clawback policy
The roles of Board Chair and CEO are separate
Annual say-on-pay vote
Board committees include only independent directors
Demonstrated commitment to stockholder engagement
44% of Board members are women or ethnically diverse
Anti-hedging and anti-pledging policies
Annual Board and committee self-assessments, including one-on-one interviews led by the Board Chair
Board has significant interaction with senior management and access to other employees
Majority voting in uncontested director elections, with resignation policy
Robust stock ownership guidelines for non-employee directors and executive officers
Commitment to Board refreshment: seven new directors appointed in last four years, including a new director in 2022
Limits on board member service on other public company boards
Mandatory director retirement age
No stockholder rights or similar plan
NESGC regularly assesses the effectiveness of each director

Executive Compensation Highlights (page 32)

Our compensation programs are designed to attract and retain executive talent, motivate our executive officers through pay-for-performance metrics to enhance our growth and profitability and increase long-term stockholder value. Our fiscal year 2022 long-term and short-term incentive programs include performance metrics such as revenue, adjusted operating income, adjusted earnings per share, and relative total stockholder return measured against the Nasdaq Health Care Index ("IXHC"). To ensure that the interests of our executive officers are aligned with those of stockholders, our executive compensation program provides for a substantial majority of pay that is at-risk, that is, compensation that may be reduced in value or forfeited entirely depending on the executive's continued employment with us and our actual performance with respect to applicable performance metrics. For fiscal year 2022, approximately 91.0% of our President and Chief Executive Officer's 2022 target compensation was comprised of at-risk pay. Similarly, approximately 78.8% of our other named executive officers' aggregate 2022 target compensation was comprised of at-risk pay.

During fiscal year 2022, we made changes to our 2022 long-term incentive compensation. We modified the measurement period of performance-based restricted stock units ("PSUs") from a one-year to a three-year period, with all earned PSUs vesting on the three-year anniversary of the grant date. In addition, starting with our 2022 long-term incentive compensation, we added revenue as a performance metric for PSUs, such that PSUs will vest based on revenue targets (34% weighting), adjusted earnings per share targets (33% weighting), and relative total stockholder return (33% weighting). The Compensation and Human Capital Committee ("CHCC") added revenue as an additional metric for the PSUs because of the importance of long-term revenue growth to investors in our industry.

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In evaluating, designing, and implementing our executive compensation program, the CHCC considers the latest industry trends and compensation best practices. Our executive compensation and compensation-related governance policies and practices incorporate many best practices, including the following:

What We Do:What We Don't Do:
Grant 50% of executive officers' equity in the form of PSUs that are subject to objective performance metrics
Reprice stock options and other awards without stockholder approval
Establish challenging performance metrics, including revenue and adjusted operating income targets
Provide single-trigger change of control vesting for equity awards
Require directors and executive officers to meet robust stock ownership guidelines
Guarantee bonuses
Provide full vesting of time-based restricted stock units under our 2022 long-term incentive plan to executive officers only after four years
Grant in-the-money stock options
Evaluate officer compensation levels against a peer group of similarly situated companies
Provide excessive perquisites
Retain an independent compensation consultant
Repurchase underwater stock options
Prohibit hedging transactions (no waivers granted)
Prohibit tax gross-up payments by the Company with respect to compensation paid to any employee or director
Prohibit short sales, put and call options and other speculative transactions
Prohibit pledging or the use of common stock to secure a margin or other loan (no waivers granted)
Hold an annual advisory vote on executive compensation
Subject incentive compensation to recoupment under our clawback policy
Cap PSUs earned at target if absolute total stockholder return is negative over the performance period

Environmental and Social Responsibility and Governance Highlights (page 30)

During 2022, we made progress in enhancing our ESG and corporate responsibility practices, demonstrating our commitment to ESG matters. We also published our inaugural ESG report in 2022, which reports on many of these ESG and corporate responsibility practices. Some of our 2022 ESG highlights include:

Diversity: As of December 31, 2022, women made up 62% of our workforce, 46% of leadership roles (vice president and above), and 33% of our Board members, including the Board Chair.

Environment: Led by our Green Team, we have recycled approximately 102 tons of plastics since our recycling program started in 2019, including 31.4 tons of plastic during fiscal year 2022. We are also in the process of building new laboratory facilities in Salt Lake City and South San Francisco which, once completed, will increase our operational capacity while allowing us to reduce the overall size of our facilities footprint.

Career Development and Training: We launched Learning@Myriad in 2022, a professional development training program that provides expert-curated content for employees and managers. We also offer several additional career development and training opportunities to our employees, including a curriculum of Company-sponsored business and leadership courses.
Employee Compensation: To help our employees deal with increased inflation and cost of living pressures during 2022 and 2023, we increased compensation generally for all employees below the vice president level by over 11% in the aggregate.

Employee Engagement: During 2022, we increased our employee engagement score by 22% year-over-year and reduced employee turnover 5.4 percentage points year-over-year to 12.8%.

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Board Members and Director Nominees (page 13)

NamePrincipal OccupationDirector SinceIndependentBoard CommitteesOther Public Company Boards
S. Louise Phanstiel *Former Senior Executive, Anthem, Inc. (formerly WellPoint, Inc.)2009
AFC, CHCC, NESGCBFLY
Paul J. DiazPresident and Chief Executive Officer of Myriad Genetics, Inc.2020DVA
Paul M. Bisaro **Former Executive Chairman, Amneal Pharmaceuticals, Inc. and President and Chief Executive Officer, Impax Laboratories, Inc.2022
NESGC, RPICMNK, ZTS
Heiner Dreismann, Ph.D.Former Senior Executive, the Roche Group2010
CHCC^, RPICMYNZ
Rashmi Kumar **Senior Vice President, Chief Information Officer, Medtronic plc2020
AFC, NESGC-
Lee N. Newcomer, M.D. **Former Senior Vice President for Oncology and Genetics, Chief Medical Officer, UnitedHealth Group2019
CHCC, RPIC^CHRS
Colleen F. ReitanFormer Executive Vice President and President of Plan Operations and Chief Operating Officer, Health Care Services Corporation2019
AFC, NESGC^ALNY
Daniel M. Skovronsky, M.D., Ph.D.Chief Science Officer and President, Lilly Research Laboratories at Eli Lilly2020
CHCC, RPIC-
Daniel K. SpiegelmanFormer Executive Vice President and Chief Financial Officer at BioMarin Pharmaceuticals, Inc.2020
AFC^OPT,
SPRB
AFC = Audit and Finance Committee
CHCC = Compensation and Human Capital Committee
NESGC = Nominating, Environmental, Social and Governance Committee
RPIC = Research and Product Innovation Committee
* = Chair of the Board of Directors
** = Class III Director up for Reelection at the Annual Meeting
^ = Chair of the Committee


5



MYRIAD GENETICS, INC.
320 WAKARA WAY
SALT LAKE CITY, UTAH 84108

(801) 584-3532

Proxy Statement For the Myriad Genetics, Inc.
2023 Annual Meeting of Stockholders to be held on June 1, 2023

This proxy statement, along with the accompanying Notice of 2023 Annual Meeting of Stockholders, contains information about the 2023 Annual Meeting of Stockholders of Myriad Genetics, Inc., including any adjournments or postponements of the annual meeting, which we refer to as the Annual Meeting. To attend the Annual Meeting please visit the following URL: www.virtualshareholdermeeting.com/MYGN2023. In this proxy statement, we refer to Myriad Genetics, Inc. as ‘‘Myriad,’’ "Myriad Genetics," ‘‘the Company,’’ ‘‘we’’ and ‘‘us.’’

This proxy statement relates to the solicitation of proxies by our Board for use at the Annual Meeting. On or about April 12, 2023, we began sending the Notice of Internet Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, to all stockholders entitled to vote at the Annual Meeting.

Important Information About the
Annual Meeting and Voting
Why is the Company Soliciting My Proxy?

The Board of Myriad Genetics, Inc. is soliciting your proxy to vote at the Annual Meeting to be held via webcast on Thursday, June 1, 2023, at 11:30 a.m. EDT and any adjournments or postponements of the Annual Meeting. The proxy statement, along with the accompanying Notice, summarizes the purposes of the Annual Meeting and the information you need to know to vote at the meeting.

We have sent you the Notice and made this proxy statement and our annual report on Form 10-K for the year ended December 31, 2022 available to you on the Internet because you owned shares of our common stock on the record date of April 6, 2023. We have also delivered printed versions of these materials to certain stockholders by mail. We commenced distribution of the Notice and the proxy materials to stockholders on or about April 12, 2023.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission (the "SEC"), we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each of our stockholders. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the Annual Meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice will provide instructions on how you may access and review all of the proxy materials and submit your proxy on the Internet or by telephone. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the enclosed proxy card, in addition to the other methods of voting described in this proxy statement.

Why Are We Holding a Virtual Annual Meeting?

This year’s Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication during the Annual Meeting. The virtual format allows for greater access to our Annual Meeting and for stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our Board or management, as time permits.

What Happens If There Are Technical Difficulties During the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting, voting at the Annual Meeting or submitting questions at the Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

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Who Can Vote?

Only stockholders who owned Myriad Genetics, Inc. common stock at the close of business on April 6, 2023 are entitled to vote at the Annual Meeting. On this record date, there were 81,548,589 shares of our common stock outstanding and entitled to vote. The common stock is our only class of voting stock.

You do not need to attend the Annual Meeting to vote your shares. Shares represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the meeting, will be voted at the meeting. For instructions on how to change or revoke your proxy, see ‘‘May I Change or Revoke My Proxy?’’ below.

How Many Votes Do I Have?

Each share of Myriad Genetics, Inc. common stock that you owned at the close of business on the record date, April 6, 2023, entitles you to one vote.

How Do I Vote?

Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. To attend the Annual Meeting, stockholders need to go to the following URL: www.virtualshareholdermeeting.com/MYGN2023 and enter their control number. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for, against or abstain with respect to each nominee for director, and whether your shares should be voted for, against or abstain with respect to each of the other proposals, other than the proposal on the frequency of the advisory vote on the compensation of our named executive officers, in which you may vote every year, two years, three years or abstain. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, American Stock Transfer and Trust Company, or you have stock certificates registered in your name, you may vote:

https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-By Internet or Phone.jpg
By Internet or by telephone
To vote by Internet or telephone in advance of the meeting, follow the instructions included in the Notice or, if you received printed materials, in the proxy card, to vote by Internet or telephone.
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-By mail.jpg
By mail
If you received your proxy materials by mail, you can vote by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board’s recommendations as noted below.
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-At the meeting.jpg
At the meeting
To vote by Internet directly during the webcast of the Annual Meeting, you will need to visit the following URL: www.virtualshareholdermeeting.com/MYGN2023 and enter your control number. To vote during the Annual Meeting when the polls open use the ‘‘vote’’ button on the interface.

Telephone and Internet voting facilities for stockholders of record will be available 24-hours-a-day and will close at 11:59 p.m. EDT on May 31, 2023.

If your shares are held in ‘‘street name’’ (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card before the meeting in order to vote. To vote you must be a stockholder of record as of April 6, 2023 and use the ‘‘vote’’ button during the online Annual Meeting to vote your shares.


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How Does the Board of Directors Recommend That I Vote on the Proposals?

The Board recommends that you vote as follows:

Proposal 1:    ‘‘FOR’’ the election of the three Class III directors to the Board of Directors to serve until the 2026 Annual Meeting of Stockholders;

Proposal 2:    ‘‘FOR’’ the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

Proposal 3:    ‘‘FOR’’ the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement;

Proposal 4:    ‘‘FOR’’ the approval, on an advisory basis, of the frequency of holding an advisory vote on the compensation of our named executive officers;

Proposal 5:    ‘‘FOR’’ the approval of the proposed amendment to our 2017 Employee, Director and Consultant Equity Incentive Plan, as amended, to replenish the share pool for equity incentive grants;

Proposal 6:    ‘‘FOR’’ the approval of an amendment to the Company's Restated Certificate of Incorporation, as amended, to add a federal forum selection clause; and

Proposal 7:    ‘‘FOR’’ the approval of an amendment to the Company's Restated Certificate of Incorporation, as amended, to limit the personal liability of certain senior officers of the Company.

If any other matter is presented, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those described in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the Annual Meeting. You may change or revoke your proxy in any of the following ways:
By re-voting by Internet or by telephone as instructed above;
If you received printed proxy materials, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
By notifying our Corporate Secretary in writing before the Annual Meeting that you have revoked your proxy; or
By attending the Annual Meeting and voting by Internet during the Annual Meeting in accordance with the instructions provided. Attending the Annual Meeting will not in and of itself revoke a previously submitted proxy unless you specifically re-vote during the Annual Meeting.

Your most current vote, whether by telephone, Internet, proxy card or during the Annual Meeting, is the one that will be counted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described under ‘‘How Do I Vote?’’ for each account to ensure that all of your shares are voted.

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Will My Shares Be Voted if I Do Not Vote?

If your shares are registered in your name, they will not be voted if you do not vote as described above under ‘‘How Do I Vote?’’ If your shares are held in street name and you do not provide voting instructions to the bank, broker or other holder of record of your shares as described above, the holder of record has the authority to vote your unvoted shares only on Proposal 2 if it does not receive instructions from you and does not have the ability to vote your uninstructed shares on any other proposal. Therefore, we encourage you to provide voting instructions. This ensures that your shares will be voted at the Annual Meeting and in the manner you desire. When your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority or because your broker chooses not to vote on a matter for which it does have discretionary voting authority, it is referred to as a ‘‘broker non-vote.’’ Thus, if you hold your shares in street name and do not instruct your bank, broker or other nominee how to vote, no votes will be cast on any proposal on your behalf other than the ratification of our independent registered public accounting firm if your bank, broker or other nominee exercises their discretion to vote your shares on this proposal.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

Proposal 1:
Elect Directors
The affirmative vote of a majority of the shares voted affirmatively or negatively is required for each nominee for director to be elected. For each nominee, you may vote either FOR or AGAINST such nominee. Abstentions will have no effect on the results of this vote. Brokerage firms do not have the authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
Recommendation:
FOR
the election of the three Class III directors
Proposal 2:
Ratify the Selection of our Registered Independent Public Accounting Firm
The affirmative vote of a majority of the shares voted affirmatively or negatively for this proposal is required to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, the AFC will reconsider its selection.
Recommendation:
FOR
Proposal 3:
Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers
The affirmative vote of a majority of the shares voted affirmatively or negatively for this proposal is required to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. Abstentions will have no effect on the result of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Although the advisory vote is non-binding, the CHCC and the Board will review the voting results and take them into consideration when making future decisions regarding the compensation of our named executive officers.
Recommendation:
FOR
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Proposal 4:
Approve, on an Advisory Basis, the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers
This proposal provides for a choice among three frequency periods — every year, every two years, or every three years. The choice that receives the highest number of votes will be deemed the frequency approved, on an advisory basis, by our stockholders. However, because the vote on the frequency of holding an advisory vote on the compensation of our named executive officers is not binding, the CHCC and the Board will review the voting results and take them into consideration when making a decision regarding the frequency of holding future advisory votes on the compensation of our named executive officers. Abstentions will have no effect on the result of this vote. Brokerage firms do not have authority to vote customers' unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
Recommendation:
EVERY YEAR
Proposal 5:
Approve the Amendment to Myriad Genetics, Inc. 2017 Employee, Director and Consultant Equity Incentive Plan, as Amended
The affirmative vote of a majority of the shares voted affirmatively or negatively for this proposal is required to approve the amendment to the Myriad Genetics, Inc. 2017 Employee, Director and Consultant Equity Incentive Plan, as amended. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
Recommendation: FOR
Proposal 6:
Approve an amendment to the Company's Restated Certificate of Incorporation, as amended, to add a federal forum selection clause
The affirmative vote of a majority of the outstanding shares of our common stock is required to approve an amendment to our Restated Certificate of Incorporation, as amended, to add a federal forum selection clause. Brokerage firms do not have authority to vote customers' unvoted shares held by the firms in street name on this proposal. Any abstentions and broker non-votes will be treated as votes against this proposal.
Recommendation: FOR
Proposal 7:
Approve an amendment to the Company's Restated Certificate of Incorporation, as amended, to limit the personal liability of certain senior officers of the Company
The affirmative vote of a majority of the outstanding shares of our common stock is required to approve an amendment to our Restated Certificate of Incorporation, as amended, to limit the personal liability of certain senior officers of the Company as permitted by recent amendments to Delaware law. Brokerage firms do not have authority to vote customers' unvoted shares held by the firms in street name on this proposal. Any abstentions and broker non-votes will be treated as votes against this proposal.
Recommendation: FOR

Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspector of Elections and our transfer agent, American Stock Transfer and Trust, examine these documents. Management, other than the Inspector of Elections, will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the proxy card or elsewhere.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time the Form 8-K is filed, we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final results are known. In addition, we are required to file on a Current Report on Form 8-K no later than the earlier of one hundred fifty calendar days after the Annual Meeting or sixty calendar days prior to the deadline for submission of stockholder proposals set forth on page 82 of this proxy statement under the heading “Stockholder Proposals and Nominations for Director” our decision on how frequently we will include a stockholder vote on the compensation of our named executive officers in our proxy materials.

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What Are the Costs of Soliciting Proxies?

We will pay all of the costs of soliciting proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We may ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to deliver proxies. We will then reimburse them for their expenses. We have also retained Alliance Advisors, LLC, a proxy solicitation firm, to assist in the solicitation of proxies, for an estimated cost of $18,000, including expenses.

What Constitutes a Quorum for the Annual Meeting?

The presence, in person (by means of remote communication as authorized by the Board) or by proxy, of the holders of a majority of the voting power of the outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting. Votes of stockholders of record who are present virtually at the meeting or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Attending the Annual Meeting

The Annual Meeting will be held at 11:30 a.m. EDT on Thursday, June 1, 2023, via Internet webcast. Our Annual Meeting will be held in a virtual meeting format only.

To attend the virtual Annual Meeting, go to the following URL: www.virtualshareholdermeeting.com/MYGN2023 shortly before the meeting time, and follow the instructions for downloading the webcast.

If you miss the Annual Meeting, you can view a replay of the webcast at the following URL: www.virtualshareholdermeeting.com/MYGN2023 for one year following the Annual Meeting. You need not attend the Annual Meeting in order to vote.

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Householding of Annual Disclosure Documents

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single Notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as ‘‘householding,’’ benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be ‘‘householded,’’ the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single Notice or, if applicable, set of proxy materials this year, but you would prefer to receive your own copy, please contact Broadridge by calling their toll-free number, 1-866-540-7095. If you do not wish to participate in ‘‘householding’’ and would like to receive your own Notice or, if applicable, a set of proxy materials in future years, follow the instructions described below.

Conversely, if you share an address with another Myriad Genetics, Inc. stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

If your Myriad Genetics, Inc. shares are registered in your own name, please contact Broadridge and inform them of your request by calling them at 1-866-540-7095 or writing them at Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717.

If a broker or other nominee holds your Myriad Genetics, Inc. shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to receive notices of the availability of future proxy materials by email instead of receiving a paper copy in the mail. You can choose this option and save the cost of producing and mailing these documents by following the instructions provided on your Notice or proxy card or following the instructions provided when you vote over the Internet at www.proxyvote.com.
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Management and Corporate Governance

The Board of Directors

Our Restated Certificate of Incorporation, as amended, and Restated By-Laws provide that our business is to be managed by or under the direction of our Board. Our Board is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a term to expire at the third succeeding annual meeting after their election. The Board currently consists of nine members, classified into three classes as follows: S. Louise Phanstiel (Chair), Daniel M. Skovronsky M.D., Ph.D., and Daniel K. Spiegelman constitute a class with a term ending at the 2024 Annual Meeting of Stockholders (the ‘‘Class I Directors’’); Paul J. Diaz, Heiner Dreismann, Ph.D., and Colleen F. Reitan constitute a class with a term ending at the 2025 Annual Meeting of Stockholders (the ‘‘Class II Directors’’); and Rashmi Kumar, Paul M. Bisaro, and Lee N. Newcomer, M.D. constitute a class with a term ending at the 2023 Annual Meeting of Stockholders (the ‘‘Class III Directors’’).

Board Composition and Refreshment

Annually, the NESGC considers the size, structure and needs of the Board, reviews and considers potential changes to the size and composition of the Board, and recommends director nominees to the Board for approval. In addition, the NESGC regularly assesses the effectiveness of each director.

In its review of directors, and its director nominees, the Board considers its composition, including its diversity, and the capabilities, areas of expertise, and experience of the Board, as well as the current and future business strategies and challenges and opportunities for the Company. These considerations have resulted in a change in Board leadership, the addition of six new independent directors over the past four years, including the appointment of Mr. Bisaro in October 2022, and the appointment of a new Chief Executive Officer (also a director) in August 2020.

On February 16, 2023, the Board accepted the recommendation of the NESGC and unanimously resolved to nominate Rashmi Kumar, Lee N. Newcomer, M.D., and Paul M. Bisaro for election at the Annual Meeting for a term to serve until the 2026 Annual Meeting of Stockholders, and until their successors have been elected and qualified, or until his or her earlier death, resignation, retirement or removal.

Set forth below in the table and biographies are the names of the persons nominated as directors and the directors whose terms do not expire this year and who will continue to serve as directors following the Annual Meeting, their ages as of April 6, 2023, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons currently hold directorships or have held directorships in the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to the Board’s conclusion at the time of the filing of this proxy statement that each person listed below should serve as a director is set forth below for each individual director.

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Name and PositionAgeAudit and Finance CommitteeCompensation and Human Capital CommitteeNominating, Environmental, Social and Governance CommitteeResearch and Product Innovation Committee
S. Louise Phanstiel
  Chair of the Board of Directors
64
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Paul J. Diaz
  President, Chief Executive Officer, Director
61
Paul M. Bisaro
  Director
62
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Heiner Dreismann, Ph.D.
  Director
69
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Rashmi Kumar
  Director
53
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Lee N. Newcomer
  Director
71
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Colleen F. Reitan
  Director
63
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Daniel M. Skovronsky M.D., Ph.D.
  Director
49
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Daniel K. Spiegelman
  Director
64
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Audit and Finance Committee
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Compensation and Human Capital Committee
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Nominating, Environmental, Social and Governance Committee
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Research and Product Innovation Committee
CCommittee Chair

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The following is a brief biography of each of the persons nominated as directors and the directors whose terms do not expire this year and who will continue to serve as directors following the Annual Meeting.

S. Louise Phanstiel
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Experience:
S. Louise Phanstiel, Chair of the Board, has been a director of Myriad since September 2009, and held several executive positions at Anthem, Inc., formerly WellPoint, Inc. from 1996 to 2007. She was President, Specialty Products, which included behavioral health services; Senior Vice President, Chief of Staff and Corporate Planning in the Office of the Chairman; and Chief Accounting Officer, Controller and Chief Financial Officer for all WellPoint, Inc. subsidiaries. Previously, Ms. Phanstiel was a partner at the international services firm PricewaterhouseCoopers, LLP, formerly Coopers & Lybrand, LLP where she specialized in insurance. Ms. Phanstiel's life science experience includes having previously served on the board of directors and Chair of the audit committees at publicly traded companies, Inveresk Research Group, Inc. and Verastem, Inc. Ms. Phanstiel is currently a member of the board of directors of Butterfly Network, Inc.

The Board has determined that Ms. Phanstiel should serve on the Board for the following reasons: She provides the Board with important expertise in the healthcare industry based on her extensive experience in several senior positions at WellPoint, Inc. This expertise is critical as we rely on healthcare third-party reimbursement for our molecular diagnostic testing services. Ms. Phanstiel also provides the Board with financial accounting, internal control and public company reporting expertise from her work at Coopers & Lybrand, LLP and as a Certified Public Accountant. In addition, she provides the Board with business, financial and investment expertise, as well as management expertise, resulting from managing and service as a director of publicly traded companies.
Age: 64
Director Since: 2009
Committees:
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Paul J. Diaz
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Experience:
Paul J. Diaz was appointed as the President and Chief Executive Officer, or CEO, of Myriad Genetics, Inc., and a member of the Board, effective August 13, 2020. Mr. Diaz was most recently a partner at Cressey & Company (2016-2020), a private investment firm headquartered in Chicago, Illinois, which at that time managed over $3.0 billion in committed capital. Cressey & Company is a healthcare focused middle-market private equity firm with over 30 years of success investing in and helping to build high quality healthcare businesses. Mr. Diaz is the former president and CEO and vice chairman of Kindred Healthcare, Inc. (2002-2016) then a Fortune 500 Company and one of the largest providers of healthcare services in the United States. At the time, Kindred had revenues of $7.2 billion, rehabilitation hospitals, sub-acute units, home health and hospice agencies and contract rehabilitation locations. For six years in a row, during his tenure as CEO, Kindred was ranked as one of the Most Admired healthcare companies in the United States by Fortune magazine. Mr. Diaz currently serves on the board of directors of DaVita (NYSE: DVA), and the board of trustees of Johns Hopkins Medicine (where he serves as chair of Johns Hopkins Healthcare). He was formerly on the board of directors of PharMerica Corporation (NYSE: PMC), and previously served on the board of the Federation of American Hospitals, and the Bloomberg School of Public Health at Johns Hopkins University. While CEO of Kindred, Mr. Diaz was a member of the Business Roundtable and the Wall Street Journal CEO Council. Modern Healthcare magazine named Mr. Diaz one of the 100 Most Influential People in Healthcare and named him one of the top 25 Minority Executives in Healthcare for numerous years. In addition, Hispanic magazine named Mr. Diaz one of the 25 Best Latinos in business in multiple years. Mr. Diaz earned a bachelor’s degree in Finance and Accounting from American University’s Kogod School of Business and a law degree from Georgetown University Law Center in Washington, D.C.

The Board has determined that Mr. Diaz should serve on the Board for the following reasons: He provides the Board with important business and managerial expertise from his 15 years at Kindred Healthcare, including specific expertise in managing healthcare service companies and business transformation. Furthermore, Mr. Diaz has extensive experience in private equity with healthcare companies, including businesses in the personalized medicine space. Furthermore, his background in finance and accounting and law provides unique insights to our business. Mr. Diaz also has a background serving on both public and private healthcare boards.
Age: 61
Director Since: 2020
President and Chief Executive Officer

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Paul M. Bisaro
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Experience:
Paul M. Bisaro was appointed as a director of Myriad on October 31, 2022. Mr. Bisaro is an accomplished global business leader with more than 30 years of generic and branded pharmaceutical experience. Currently, Mr. Bisaro serves as Chairman of the board of Mallinckrodt, plc and is a member of the board of directors of Zoetis Inc. He previously served on the board of Zimmer Biomet Holding, Inc. and TherapueticsMD. Mr. Bisaro’s executive work experience includes serving as the Executive Chairman of Amneal Pharmaceuticals, Inc., from May 2018 until August of 2019. Prior to that appointment, from May 2017 to May 2018, Mr. Bisaro was President and Chief Executive Officer, and member of the board of directors, of Impax Laboratories, Inc., until its acquisition by Amneal Pharmaceuticals. Prior to joining Impax Laboratories, Mr. Bisaro served as Executive Chairman of Allergan, plc, from July 2014 to November 2016, and as President and CEO of Actavis, plc (and its predecessor firm Watson Pharmaceuticals Inc.) from September 2007 to July 2014. Mr. Bisaro served on the board of directors of Allergan (and its predecessor firms) from September 2007 until August 2018. Prior to Watson, he served as President, Chief Operating Officer, and a member of the board of directors of Barr Pharmaceuticals, Inc., from 1999 to 2007. Between 1992 and 1999, Mr. Bisaro served as General Counsel of Barr. Prior to joining Barr, he was associated with the law firm Winston & Strawn and a predecessor firm, Bishop, Cook, Purcell and Reynolds and served as a Senior Consultant with Arthur Andersen & Co. Mr. Bisaro holds an undergraduate degree in General Studies from the University of Michigan and a JD from Catholic University of America in Washington, D.C.
 
The Board has determined that Mr. Bisaro should serve on the Board for the following reasons: He provides the Board with more than 25 years of business, management and leadership experience in the pharmaceutical industry. He has a track record of driving company growth through operational execution and corporate transformation. In addition, he has extensive experience as a public company director and in mergers and acquisitions, finance, accounting, and legal matters, all of which makes him a valuable member of our Board.
Age: 62
Director Since: 2022
Committees:
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Heiner Dreismann, Ph.D.
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Experience:
Heiner Dreismann, Ph.D., joined as a director of Myriad in June 2010. He had a successful career at the Roche Group from 1985 to 2006 where he held several senior positions, including President and CEO of Roche Molecular Systems, Head of Global Business Development for Roche Diagnostics and member of Roche’s Global Diagnostic Executive Committee. Dr. Dreismann currently serves as the Chairman of the board of Mainz Biomed N.V. Previously, Dr. Dreismann served on the board of directors of Med BioGene, Inc., Genenews Limited, Interpace Diagnostics and Ignyta, Inc. He also currently serves on a number of early-stage private company boards in the biotechnology industry. He earned a M.S. degree in biology and his Ph.D. in microbiology/molecular biology (summa cum laude) from Westfaelische Wilhelms University (The University of Münster) in Germany.

The Board has determined that Dr. Dreismann should serve on the Board for the following reasons: He provides the Board with important business and managerial expertise from his more than 20 years at Roche, including specific expertise in developing and commercially launching diagnostic products. Furthermore, Dr. Dreismann has extensive experience in international markets, specifically in Europe, while he was CEO of Roche Molecular Systems, the international leader in molecular diagnostics, which is important as we seek to expand internationally. His scientific background and expertise also enable him to provide the Board with technical advice on product research and development. Dr. Dreismann has a diversified background in managing and serving as a director of several companies in the healthcare industry.
Age: 69
Director Since: 2010
Committees:
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Rashmi Kumar
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Experience:
Rashmi Kumar has been a director of Myriad since September 2020. Currently, Ms. Kumar serves as Senior Vice President, Chief Information Officer with Medtronic plc. She previously served as Senior Vice President and Chief Information Officer – Global IT with Hewlett Packard Enterprise (HPE) from January 2020 to November 2022. Ms. Kumar joined HPE in 2018 as VP Global IT to focus on Applications Operations, and Support, NGIT Program Build and Deployment, and technology leadership to enable HPE business to achieve transformation goals. She is a seasoned technology leader with wide ranging experience in IT leadership, healthcare, cybersecurity, consulting services, electric utilities, financial services, information technology, and media and entertainment and steel industries. With more than 25 years of experience, Ms. Kumar’s primary areas of focus include Digital Transformation, AI/ML, Data & Analytics, strategic planning, Enterprise Architecture, cybersecurity and large-scale business process transformations. Ms. Kumar has served as CIO and CTO for many Fortune 50 companies including McKesson, Southern California Edison, Toyota, HPE, and Tata Steel. Ms. Kumar earned a bachelor’s degree in Metallurgical Engineering from the Bihar Institute of Technology in Sindri, India. She also holds an MBA from the University of California, Irvine; Paul Merage School of Business. She is very passionate about the topic of equality and is executive sponsor for various ERG’s and sits on Diversity & Inclusion Steering committees.

The Board has determined that Ms. Kumar should serve on the Board for the following reasons: She provides the Board with important expertise in the healthcare industry based on her extensive experience at McKesson Corp. and Medtronic. Ms. Kumar also has extensive experience in information technology management at leading companies across a diverse range of industries. This skill set is especially important as Myriad looks to upgrade its information technology systems relating to its customer interfaces. Ms. Kumar also has a strong scientific and engineering background providing expertise from a scientific and product development standpoint.
Age: 53
Director Since: 2020
Committees:
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Lee N. Newcomer, M.D.
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Experience:

Lee Newcomer, M.D., was appointed as a member of the Board in September 2019. Dr. Newcomer currently manages his own consulting business, Lee N. Newcomer Consulting, LLC, and previously held senior executive roles at United Healthcare including Senior Vice President for Oncology and Genetics, Chief Medical Officer and Senior Vice President of Health Policy and Strategy for UnitedHealth Group. Dr. Newcomer also worked for Vivius, Inc., a consumer directed health plan, holding the position of Executive Vice President and Chief Medical Officer. Dr. Newcomer received a Master’s Degree in Healthcare Administration & Management from the University of Wisconsin, Madison, an M.D. from the University of Nebraska, Omaha, and a B.S. from Nebraska Wesleyan University. Dr. Newcomer currently serves on the board of Cellworks Group Inc., a private precision medicine company and Coherus BioSciences, Inc., a public biopharmaceutical company. He also served on the board of directors of Park Nicollet Health Systems, a hospital health care system with approximately 1,000 physicians and 400 beds, for ten years including two years as Chairman.

The Board has determined that Dr. Newcomer should serve on the Board for the following reasons: His extensive reimbursement and managed care experience will aid the Company in its efforts to expand reimbursement for its new innovative precision medicine tests. He provides the Board with expertise on the medical insurance industry based on his extensive experience in several senior positions at UnitedHealth Group, Inc. and CIGNA Corporation. Additionally, Dr. Newcomer’s medical background provides the Board with expertise in developing predictive, personalized and prognostic testing products. Furthermore, Dr. Newcomer brings extensive business management experience from his 28 years of work in the managed care and pharmaceutical industries.
Age: 71
Director Since: 2019
Committees:
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Colleen F. Reitan
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Experience:
Colleen F. Reitan was appointed as a member of the Board in September 2019. Ms. Reitan previously held numerous senior leadership positions at Health Care Services Corporation (HCSC) including most recently as the Executive Vice President and President of Plan Operations and as the Chief Operating Officer. Prior to working at HCSC, Ms. Reitan held numerous senior management positions at Blue Cross and Blue Shield of Minnesota including President and Chief Operating Officer. In aggregate, Ms. Reitan has over 35 years of experience in the managed care industry. Ms. Reitan holds a B.A. from Minnesota State University at Mankato and a M.S. in Health Care Administration from the University of Minnesota-Twin Cities. She currently serves on the board of Alnylam Pharmaceuticals, Inc.

The Board has determined that Ms. Reitan should serve on the Board for the following reasons: Her extensive reimbursement and managed care experience will aid the Company in its efforts to expand reimbursement for its new innovative precision medicine tests. Furthermore, she provides the Board with important expertise on the medical insurance industry based on her extensive experience in several senior positions at Health Care Services Corporation and Blue Cross and Blue Shield of Minnesota. In addition, she provides the Board with management expertise, resulting from managing private companies and serving as a director of a publicly-traded company.
Age: 63
Director Since: 2019
Committees:
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Daniel M. Skovronsky, M.D., Ph.D.
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Experience:
Daniel M. Skovronsky, M.D., Ph.D., joined the Company as a Director in July 2020. Currently, he serves as Chief Science Officer and President of Lilly Research Laboratories at Eli Lilly and Company. Previously, he was Chief Executive Officer of Avid Radiopharmaceuticals Inc., a company he founded in 2004. Dr. Skovronsky earned his M.D. from the Perelman School of Medicine, University of Pennsylvania, his Ph.D. in neuroscience from University of Pennsylvania and a B.S. in molecular biophysics and biochemistry from Yale University.

The Board has determined that Dr. Skovronsky should serve on the Board for the following reasons: His medical and scientific background provides the Board with expertise in developing predictive, personalized, and prognostic testing products. Dr. Skovronsky provides the Board with business and management expertise from several senior positions at a major pharmaceutical company, including expertise in research and development, which is critical to our development of molecular diagnostic testing services. Dr. Skovronsky's background as a neuropathologist with extensive experience in neuroscience provides the Board with expertise in developing and commercializing diagnostics for patients suffering from neuropsychiatric and other medical conditions.
Age: 49
Director Since: 2020
Committees:
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Daniel K. Spiegelman
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Experience:
Daniel K. Spiegelman has been a director of the Company since May 2020. Most recently, he served as Executive Vice President and Chief Financial Officer at BioMarin Pharmaceuticals, Inc. Prior to that, he held several roles, including Senior Vice President and Chief Financial Officer of CV Therapeutics and Treasurer at Genentech, Inc. He is currently a member of the board of directors of Opthea Limited, a public biotechnology company, and Spruce Biosciences, Inc., a public biopharmaceutical company. Mr. Spiegelman also serves on the board of directors of Tizona Therapeutics, Inc., a private pharmaceutical company, Maze Therapeutics, a private biotechnology company, and Kyverna Therapeutics, a private biotechnology company. He previously served on the board of directors of Jiya Acquisition Corp., Cascadian Therapeutics, Inc., Rapidscan Pharma Solutions and Relypsa, Inc. Mr. Spiegelman received a B.A. degree from Stanford University and a M.B.A. from the Stanford Graduate School of Business.

The Board has determined that Mr. Spiegelman should serve on the Board for the following reasons: He provides the Board with important expertise in the healthcare industry based on his extensive experience in several senior positions at major pharmaceutical companies. Mr. Spiegelman also provides the Board with financial accounting, internal control and public company reporting expertise from his work as Chief Financial Officer of multiple public companies. In addition, he provides the Board with business, financial and investment expertise, as well as management expertise, resulting from managing and service as a director of a private pharmaceutical company.
Age: 64
Director Since: 2020
Committees:
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Board of Director Qualifications, Expertise, and Attributes

Below are charts showing board diversity, the age range of our directors, director independence, and the average tenure of our directors.

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Director Capability Definitions

Board Diversity – Representation of gender, ethnic, cultural, or other perspectives that expand the Board’s understanding of the needs and viewpoints of our patients, physician partners, employees, governments, and other stakeholders.

Finance and Accounting – Experience with or understanding of the financial and accounting function of an enterprise in U.S. and international markets, resulting in proficiency in complex financial management, capital allocation, mergers and acquisitions and financial accounting and reporting processes.

Leadership – Experience leading a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.

Healthcare Industry – Experience with and understanding of complex issues within the health care industry including expertise in commercializing health care products or services with emphasis in oncology, women’s health, and mental health. Healthcare market experience in both the U.S. and internationally is valued including experience with the U.S. and international healthcare regulatory environment.

Diagnostics Industry – Experience with complex issues involving the development and distribution of diagnostic tests, providing test results and interpretation, providing clinical laboratory services, and developing and supplying molecular diagnostics, instrumentation equipment, and consumable materials.

Research and Development – Experience and expertise in new product development and life cycle management, resulting in the successful introduction of innovative products and services that satisfy unmet medical needs and contribute to the Company’s profits. Expertise in designing and implementing clinical trials and in research methods used to evaluate and demonstrate improvements in health and cost outcomes. Expertise in assessing the medical and/or commercial implications for improving health and cost outcomes.

Provider or Payor Perspective – Understanding of the delivery and/or payment of medical services obtained through experience working as a medical provider or payer, including executive or operational roles at a hospital or health insurance organization.

Technology – Experienced leader of information and digital technology functions with deep knowledge in anticipating technological trends including commercial and product digital solutions, disruptive innovation that extend or create new business models. Expertise in cyber security and risk management.

Public Company Governance – Experience as a board member of other publicly traded companies.



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Director Capability Matrix

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Board
Diversity
Finance and Accounting
Leadership
Healthcare
Industry
Diagnostic
Industry
Research and
Development
Provider or Payor Perspective
Technology
Public
Company
Governance
S. Louise Phanstiel
Chair of the Board
Paul M. Bisaro
Director
Paul J. Diaz
     President and CEO
Heiner Dreismann Ph.D.

Director
Rashmi Kumar
   Director

Lee N. Newcomer M.D.
Director
Colleen F. Reitan
    Director
Dan Skovronsky, M.D. Ph.D.
Director
Daniel K. Spiegelman
Director

Board Diversity

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.

Board Diversity Matrix (as of April 12, 2023)
Total Number of Directors9
FemaleMaleNon-BinaryDid not Disclose Gender
Directors36--
Number of Directors who Identify in Any of the Categories Below:
African American or Black----
Alaskan Native or Native American----
Asian (other than South Asian)1---
South Asian----
Hispanic or Latinx-1--
Native Hawaiian or Pacific Islander----
White25--
Two or More Races or Ethnicities----
LGBTQ+----
Did not Disclose Demographic Background----

Director Independence

Our Board has reviewed the materiality of any relationship that each of our directors has with Myriad, either directly or indirectly. Based on this review, the Board has determined that the following members of the Board are ‘‘independent directors’’ as defined by The Nasdaq Stock Market LLC (‘‘Nasdaq’’): Mr. Bisaro, Dr. Dreismann, Ms. Kumar, Dr. Newcomer, Ms. Phanstiel, Ms. Reitan, Dr. Skovronsky, and Mr. Spiegelman.



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Leadership Structure of the Board

The Board does not have a policy regarding the separation of the roles of Chair of the Board and Chief Executive Officer because the Board believes that it is in our best interests to make that determination based on the position and direction of the Company and the membership of the Board. However, at this time, and since our inception, the Board has determined that having an independent director serve as Chair of the Board is in the best interests of our stockholders. Thus, the roles of Chair of the Board and Chief Executive Officer are separated. This structure enables a greater role for the independent directors in the oversight of the Company and their active participation in setting agendas and establishing Board policies, priorities and procedures. This structure also allows the Chief Executive Officer to focus on the management of our day-to-day operations.

Board’s Role in the Oversight of Risk Management

The Board has an active role, directly and through its committees, in the oversight of our risk management efforts. It carries out this oversight role through several levels of review. The Board regularly reviews and discusses with members of management information regarding the management of risks inherent in the operations of our businesses and the implementation of our strategic plan, including our risk mitigation efforts.

Each of the Board’s committees also oversees the management of risks that are under each committee’s areas of responsibility. For example, the AFC oversees management of accounting, auditing, external reporting, internal controls, cash investment risks, and our compliance policies.

The NESGC oversees the Company’s Code of Conduct, conflicts of interest, director independence and corporate governance policies. It is also charged with regularly reviewing, evaluating, and making recommendations to the Board and management on our ESG strategies, practices, and initiatives. The CHCC oversees risks arising from compensation practices and policies. While each committee has specific responsibilities for oversight of risk, the Board is regularly informed by each committee about such risks. In this manner the Board is able to coordinate its risk oversight.

Board’s Consideration of Diversity

The Board and the NESGC do not have a formal policy with respect to the consideration of diversity in identifying nominees for director positions. However, the Board and the NESGC strive to nominate individuals with a variety of diverse backgrounds, skills, qualifications, attributes and experience such that the Board, as a group, will possess the appropriate expertise, talent and skills to fulfill its responsibilities to manage the Company in the long-term interests of the stockholders.

Board’s Disclosure of Third-Party Director and Nominee Compensation

No member of the Board has any agreement or arrangement with any person or entity other than the Company relating to compensation or other payment in connection with the director’s service as a director of the Company.

Committees of the Board of Directors and Meetings

Meeting Attendance. During the year ended December 31, 2022, there were ten meetings of the Board. No director attended fewer than 75 percent of the total number of meetings of the Board and of each committee of the Board on which he or she served during the 2022 fiscal year. The Board has adopted a policy under which each member is encouraged, but not required to attend each annual meeting of stockholders. All members of the Board at the time of our 2022 Annual Meeting of Stockholders attended the meeting.

Audit and Finance Committee. The AFC met nine times during the 2022 fiscal year. The committee currently has four members: Mr. Spiegelman (Chair), Ms. Kumar, Ms. Phanstiel, and Ms. Reitan. The AFC’s roles and responsibilities are set forth in its written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the AFC reviews annual financial statements; considers matters relating to accounting policy and internal controls; reviews the scope of annual audits; and monitors our processes for compliance with laws, regulations and our Code of Conduct. Our Board has determined that all members of the AFC satisfy the current independence standards promulgated by the SEC and by Nasdaq, as such standards apply specifically to members of audit committees. The Board has determined that Mr. Spiegelman and Ms. Phanstiel are each an ‘‘audit committee financial expert,’’ as the SEC has defined that term in Item 407 of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. A copy of the AFC’s written charter is publicly available on the Investors Relations—About Myriad/Corporate Governance section of our website at investor.myriad.com/corporate-governance.

Please also see the report of the AFC set forth elsewhere in this proxy statement.

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Compensation and Human Capital Committee. The CHCC met five times during the 2022 fiscal year. This committee currently has four members: Dr. Dreismann (Chair), Dr. Newcomer, Ms. Phanstiel, and Dr. Skovronsky. The CHCC’s role and responsibilities are set forth in its written charter and include reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board are carried out and that such policies, practices and procedures contribute to our success. The CHCC also is responsible for evaluating and determining the compensation of our Chief Executive Officer and conducts its decision-making process with respect to that issue without the Chief Executive Officer present. The Board has determined that all members of the CHCC qualify as independent under the definition promulgated by Nasdaq.

The CHCC is charged with establishing a compensation policy for our executive officers and directors that is designed to attract and retain qualified executive talent, to motivate them to achieve corporate objectives, and reward them for superior performance. Our CHCC is also responsible for establishing and administering our executive compensation policies and equity compensation plans. The CHCC meets at least two times per year and more often as necessary to review and make decisions with regard to executive compensation matters. As part of its review of these matters, the CHCC may delegate any of the powers given to it to a subcommittee. A copy of the CHCC’s written charter is publicly available on the Investors Relations—About Myriad/Corporate Governance section of our website at investor.myriad.com/corporate-governance.

Further discussion of the process and procedures for considering and determining executive compensation, including the role that our executive officers play in determining compensation for other executive officers is included below in the section entitled ‘‘Executive Compensation-Compensation Discussion and Analysis.’’ The CHCC has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its duties. For purposes of executive compensation determinations, the CHCC retained an independent compensation consultant, Mercer, LLC (‘‘Mercer’’), which is a wholly owned subsidiary of Marsh & McLennan Companies, Inc., to update our peer group of companies and provide competitive market data on the salaries and short-term and long-term incentive compensation of executive officers at comparable companies within our industry. Mercer has also been engaged to provide the CHCC an analysis of, and recommendations for, annual salary compensation, short-term incentive compensation, and long-term incentive compensation for our Chief Executive Officer and other executive officers. Mercer performs services solely on behalf of the CHCC and has no relationship with Myriad or its management except as may relate to performing such services. The CHCC has assessed the independence of Mercer pursuant to SEC rules and the corporate governance rules of Nasdaq and concluded that no conflict of interest exists that would prevent Mercer from independently representing the CHCC.

Please also see the report of the CHCC set forth elsewhere in this proxy statement.

Compensation and Human Capital Committee Interlocks and Insider Participation. No member of our CHCC has at any time been an employee of the Company. None of our executive officers is a member of the CHCC, nor do any of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or CHCC.

Nominating, Environmental, Social and Governance Committee. Our NESGC met five times during the 2022 fiscal year. The NESGC currently has four members: Ms. Reitan (Chair), Mr. Bisaro, Ms. Kumar, and Ms. Phanstiel. This committee’s role and responsibilities are set forth in the NESGC's written charter and include evaluating and making recommendations to the full Board as to the size and composition of the Board and its committees, identifying and evaluating potential candidates and recommending the director nominees for election, developing and recommending corporate governance guidelines applicable to the Board, and reviewing and approving potential or actual conflicts of interest between our executive officers or members of the Board. The NESGC also oversees the annual Board performance evaluations, which may be submitted anonymously at the discretion of the director concerned. The NESGC is responsible for regularly reviewing, evaluating and making recommendations to the Board and management on our ESG strategies, practices, and initiatives. In adding new directors to the Board, the NESGC retains from time to time the services of a nationally recognized search firm to identify and help evaluate candidates. Services provided by the search firm include identifying potential director candidates meeting criteria established by the NESGC, verifying information about the prospective candidate's credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member. This process helps attract qualified and independent directors, as shown in the recent additions to the Board.

During 2022 and early 2023, the NESGC recommended that the Board make certain revisions to our Corporate Governance Principles to memorialize certain of our current corporate governance practices and policies. These revisions included that:

the Board and each Board committee conducts an annual self-evaluation and each director's ability to contribute to the Board is assessed in connection with his or her renomination as a director;

directors should promptly advise the Board Chair of any actual or potential conflicts of interest that may arise by reason of any new responsibilities or affiliations that the director may have assumed;

each Board committee, through its chairperson or otherwise, will regularly communicate and coordinate with other Board committees where committee responsibilities overlap or that require the involvement of multiple committees, such as ESG matters;

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if a member of our AFC seeks to serve on the audit committee of another public company and that service will result in more than two simultaneous public company audit committee memberships in addition to that of the Company, the director must seek and obtain a determination from the Board or the NESGC, in advance of accepting such service, that such service will not impair the ability of such director to serve effectively on the AFC; and

each director is expected to be involved in continuing director education on an ongoing basis to enable him or her to function effectively on the Board and committees on which the director serves.

If a stockholder wishes to nominate a candidate for director who is not included in our proxy statement, the stockholder must follow the procedures described in our Restated By-Laws and in ‘‘Stockholder Proposals and Nominations for Director’’ section at the end of this proxy statement.

In addition, under our current corporate governance policies, the NESGC may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third-party search firms or other appropriate sources. For all potential candidates, the NESGC may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment; business and professional skills and experience; independence; knowledge of the industry in which we operate; possible conflicts of interest; the extent to which the candidate would fill a present need on the Board; and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to propose a candidate for consideration by the NESGC under our corporate governance policies, for each annual meeting, the Committee will consider only one recommended nominee from any stockholder or group of affiliated stockholders, and such recommending stockholder or group must have held at least five percent of common stock for at least one year. All stockholder recommendations for proposed director nominees must be made in writing to the NESGC, care of Myriad’s Corporate Secretary at 320 Wakara Way, Salt Lake City, Utah 84108, and must be received no later than 120 days prior to the first anniversary of the date of the proxy statement for the previous year’s Annual Meeting. The recommendation must be accompanied by the following information concerning the recommending stockholder:

The name, address and telephone number of the recommending stockholder;

The number of shares of our common stock owned by the recommending stockholder and the time period for which such shares have been held;

If the recommending stockholder is not a stockholder of record, a statement from the record holder verifying the holdings of the recommending stockholder and a statement from the recommending stockholder of the length of time such shares have been held (alternatively, the recommending stockholder may furnish a current Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 filed with the SEC, together with a statement of the length of time that the shares have been held); and

A statement from the recommending stockholder as to the good faith intention to continue to hold such shares through the date of the next annual meeting.

The recommendation must also be accompanied by the following information concerning the proposed nominee:

The information required by Items 401, 403 and 404 of Regulation S-K under the Securities Act;

A description of all relationships between the proposed nominee and the recommending stockholder, including any agreements or understandings regarding the nomination;

A description of all relationships between the proposed nominee and any of our competitors, customers, suppliers, labor unions or other persons with special interests regarding the Company; and

The contact information for the proposed nominee.

The recommending stockholder must also furnish a statement supporting a view that the proposed nominee possesses the minimum qualifications as set forth below for director nominees and describing the contributions that the proposed nominee would be expected to make to the Board and to the governance of Myriad and must state whether, in the stockholder’s view, the proposed nominee, if elected, would represent all stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of Myriad. The recommendation must also be accompanied by the written consent of the proposed nominee (i) to be considered by the NESGC and interviewed if the NESGC chooses to do so in its discretion, and (ii) if nominated and elected, to serve as a director.

For all potential candidates, the NESGC may consider all factors it deems relevant, including the following threshold criteria:

Candidates should possess the highest personal and professional standards of integrity and ethical values;

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Candidates must be committed to promoting and enhancing the long-term value of Myriad for its stockholders;

Candidates must be able to represent fairly and equally all stockholders without favoring or advancing any particular stockholder or other constituency of Myriad;

Candidates must have demonstrated achievements in one or more fields of business, professional, governmental, community, scientific or educational endeavor, and possess mature and objective business judgment and expertise;

Candidates are expected to have sound judgment, derived from management or policy making experience that demonstrates an ability to function effectively in an oversight role;

Candidates must have a general appreciation regarding major issues facing public companies of a size and operational scope similar to Myriad, including governance concerns, regulatory obligations, strategic business planning, competition and basic concepts of accounting and finance; and

Candidates must have, and be prepared to devote, adequate time to the Board and its committees.

In addition, the NESGC will take into account the extent to which the candidate would fill a present need on the Board, including the extent to which a candidate meets the independence and experience standards promulgated by the SEC and by Nasdaq.

A copy of the NESGC’s written charter is publicly available on the Investors Relations—About Myriad/Corporate Governance section of our website at investor.myriad.com/corporate-governance.

The descriptions of our corporate governance policies contained in this proxy statement are qualified in their entirety and subject to the terms of such policies as modified by the Board from time to time. The following corporate governance documents are publicly available on the Investors Relations—About Myriad/Corporate Governance section of our website at investor.myriad.com/corporate-governance:

Policy on Annual Shareholder Meeting Attendance by Directors;

Policy on Security Holder Communications with Directors;

Policy on Security Holder Recommendation of Candidates for Election as Directors;

Procedures for Security Holders Submitting Nominating Recommendations;

Policy Regarding Qualifications of Directors;

Policy on New Director Orientation;

Policy on Continuing Education for the Board;

Policy on Related Person Transactions;

Director and Executive Officer Stock Ownership Guidelines;

Policy on Incentive Compensation Repayment;

Corporate Governance Principles;

Corporate Code of Conduct;

Nominating, Environmental, Social and Governance Committee Charter;

Audit and Finance Committee Charter;

Compensation and Human Capital Committee Charter; and

Research and Product Innovation Committee Charter.

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Research and Product Innovation Committee. Our Research and Product Innovation Committee (or "RPIC") met three times in the 2022 fiscal year. The RPIC currently has four members: Dr. Newcomer (Chair), Mr. Bisaro, Dr. Dreismann, and Dr. Skovronsky. The committee’s roles and responsibilities are set forth in the RPIC’s written charter and include advising and consulting with senior management on a broad range of strategic and product development initiatives and making recommendations to the Board regarding such opportunities. A copy of the RPIC’s written charter is publicly available on the Investors Relations—About Myriad/Corporate Governance section of our website at investor.myriad.com/corporate-governance.

Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations department at (801) 584-3532. However, any stockholder who wishes to address questions regarding our business directly with the Board, or any individual director, should send his or her questions in writing to the Chair of the Board or a designated member of the Board at 320 Wakara Way, Salt Lake City, Utah 84108. Communications will be distributed to the Board, to the NESGC, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

Junk mail and mass mailings;

Resumes and other forms of job inquiry;

Surveys; and

Solicitations or advertisements.

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is excluded will be made available to any outside director upon request.

Executive Officers

The following table sets forth the name, age (as of April 6, 2023) and position of each of our current executive officers. Unless indicated otherwise, general references to ‘‘executive officers’’ throughout this proxy statement refer to the following officers:

NameAgePosition
Paul J. Diaz61President and Chief Executive Officer and Director
Margaret Ancona53Senior Vice President, Chief of Staff
Kevin R. Haas38Chief Technology Officer
Nicole Lambert (1)
49Chief Operating Officer
Dale Muzzey (2)
43Chief Scientific Officer
R. Bryan Riggsbee52Chief Financial Officer and Treasurer
Shereen Solaiman (3)
50Chief People Officer
Mark Verratti (4)
54Chief Commercial Officer
Pamela Wong55Chief Legal Officer
(1) Ms. Lambert was appointed Chief Operating Officer on January 1, 2022. During fiscal year 2021, she served as Group President, Myriad Women's Health, Oncology, and International.
(2) Mr. Muzzey was promoted to Chief Scientific Officer on April 14, 2022.
(3) Ms. Solaiman was appointed Chief People Officer on March 1, 2023.
(4) Mr. Verratti was promoted to Chief Commercial Officer on April 14, 2022. Mr. Verratti served as Group President of Myriad Neuroscience and Myriad Autoimmune until the sale of our Autoimmune business on September 13, 2021, following which he served as President of Myriad Neuroscience or President, Mental Health until his appointment as Chief Commercial Officer.

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Paul J. Diaz
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Paul-Diaz_2021.jpg
President and Chief Executive Officer

Paul J. Diaz. Please see biography above under ‘‘Management and Corporate Governance—Board Composition and Refreshment.’’
Age: 61
Margaret Ancona
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Maggie-Ancona_2021.jpg
Senior Vice President, Chief of Staff

Maggie Ancona joined Myriad in January 2021. Previously, she led Global Transformation and Program Management at Hewlett Packard (HP) and Dell Technologies where she oversaw business transformation strategy, executed large-scale programs and cost management efforts, while retooling digital infrastructure for the future. Mrs. Ancona received a Bachelor’s degree in English from the University of San Francisco.
Age: 53

Kevin R. Haas
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Kevin-Haas_2021.jpg
Chief Technology Officer

Kevin R. Haas joined Myriad in May 2013. Previously, he was Senior Vice President of Technology and Senior Vice President of Engineering at Myriad and Vice President of Bioinformatics and Senior Director of Bioinformatics at Myriad Women's Health. Dr. Haas previously served on the Board of Directors and as Vice President for USA Triathlon, the non-profit national governing body for the sport. Dr. Haas received a B.S. from University of Wisconsin-Madison and a Ph.D. in Chemical Engineering from University of California-Berkeley, where he worked on molecular simulation and machine learning to study protein dynamics from single molecule fluoresce. He has co-authored 16 peer reviewed publications and nine patent applications.

Age: 38

Nicole Lambert
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Nicole-Lambert_2021.jpg
Chief Operating Officer

Nicole Lambert is Chief Operating Officer of Myriad Genetics, promoted in December 2021. She joined Myriad in June 2001. Previously, she served as General Manager for the Oncology and Urology business units and Vice President of Dermatology. Prior to joining Myriad, she was a genetic counselor at LabCorp. Ms. Lambert received her Bachelor’s degree in Biology and Sociology from Boston College and earned her Master’s degree in Genetic Counseling from Mt. Sinai School of Medicine at New York University. She currently serves as a member of the Board of Directors of Arcus Biosciences (NYSE: RCUS).
Age: 49

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Dale Muzzey
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-muzzey_headshot 2.jpg
Chief Scientific Officer

Dale Muzzey was appointed Chief Scientific Officer of Myriad in April 2022. Previously, he served at Myriad as Interim Chief Scientific Officer and Senior Vice President, R&D from January 2022 to April 2022, Vice President, Bioinformatics, from October 2019 to December 2021, and Senior Director, Clinical Development from August 2018 to September 2019. From April 2014 to July 2018, Dr. Muzzey also served in a number of positions of increasing responsibility at Myriad Women's Health, including Director, Scientific Affairs, Staff Scientist, Computational Biology, Senior Scientist, and Computational Scientist I. Dr. Muzzey received a Bachelor of Arts degree in Biochemical Sciences and a Ph.D. in Biophysics from Harvard University.


Age: 43

R. Bryan Riggsbee
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Riggsbee.jpg
Chief Financial Officer and Treasurer

Bryan Riggsbee, Chief Financial Officer, joined Myriad Genetics in October 2014. He previously served for ten years with Laboratory Corporation of America (LabCorp), where his most recent position was as Senior Vice President of Corporate Finance with responsibility for the financial planning and analysis and treasury functions. Prior to LabCorp, Mr. Riggsbee served in various finance roles with General Electric and began his career in the audit division of KPMG. He received a B.A. in Accounting from North Carolina State University, a B.A. in political science from the University of North Carolina at Chapel Hill, and an M.B.A. from Northwestern University. Mr. Riggsbee is a Certified Public Accountant licensed in the State of North Carolina.

Age: 52

Shereen Solaiman
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Solaiman Photo for Bio.jpg
Chief People Officer

Shereen Solaiman, Chief People Officer, joined Myriad Genetics in March 2023. She previously served for over 12 years with OhioHealth, a not-for-profit, faith-based health system, most recently as Senior Vice President, Chief Human Resource Officer from August 2020 to October 2022. Prior to that role, she served in a number of positions at OhioHealth of increasing responsibility, including Vice President, HR Strategy and Business Enablement, from January 2018 to August 2020, Vice President, Total Rewards, from July 2016 to January 2018, and Vice President, Human Resources Central Ohio and Corporate, from October 2014 to July 2016. Prior to OhioHealth, she served over ten years at Borders Group, Inc., in a variety of human resources roles, including as Senior Vice President, Human Resources. She received a B.S. in Journalism and Public Relations from Ohio University and a Masters in Public Administration from New York University.
Age: 50
Mark S. Verratti
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Mark-Verratti_2021.jpg
Chief Commercial Officer

Mark Verratti was promoted to Chief Commercial Officer on April 14, 2022. He previously served as President, Mental Health or President, Myriad Neuroscience from August 2017 to April 2022, and as President of Myriad Autoimmune from May 2020 until the sale of the Myriad Autoimmune business in September 2021. Prior to his appointment as President, Myriad Neuroscience, he served as SVP, Chief Sales and Business Development officer at Assurex since January 2016.

Mr. Verratti also held senior leadership positions worldwide with Cyberonics (now known as LivaNova) from 2005-2016, and earlier with Forest Pharmaceuticals where he led commercial teams with revenues approaching $500 million dollars. He received a B.S. in Life Sciences with a minor in Physiology from The Pennsylvania State University.
Age: 54

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Pamela Wong
https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Pamela-Wong-300x300-1.jpg
Chief Legal Officer

Pamela Wong, Chief Legal Officer, joined Myriad Genetics in October 2021. She leads the Company’s legal function, including support and counsel for all legal affairs, intellectual property, patent protection, mergers and acquisitions, litigation, compliance, and government affairs. She previously served 14 years at Quest Diagnostics, most recently as its Assistant General Counsel. Prior to Quest, she worked eight years at Baker-McKenzie where she was an intellectual property partner, and at Pillsbury Winthrop Shaw Pittman LLP. Ms. Wong holds a B.S. degree from the University of California-Berkeley, a Ph.D. from Florida State University-Tallahassee, and a J.D. from the University of San Diego.
Age: 55

We have entered into standard employment agreements with each of the above executive officers. For each such officer, we have also entered into our standard Severance and Change in Control Agreements, which are described elsewhere in the proxy statement under the caption ‘‘Executive Compensation—Potential Payments Upon Termination or Change in Control.’’
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Environmental and Social Responsibility and Governance
Environment

As part of our mission of advancing the health and well-being of others, we strive to conduct our business in a sustainable and environmentally responsible manner. Some of our environmental initiatives include:

Led by our Green Team, we have recycled approximately 102 tons of plastics in our Salt Lake City laboratory since our recycling program started in 2019, including 31.4 tons of plastic during fiscal year 2022.

During 2022 and continuing into 2023, we conducted an assessment to measure our environmental impact, including our Scope 1 and Scope 2 greenhouse gas emissions and water usage. We intend to utilize this assessment to develop a baseline for our environmental impact and to consider ways in which we can reduce our emissions and environmental footprint in future years.

We are in the process of building two new laboratory facilities in Salt Lake City and South San Francisco. These new laboratories will incorporate advanced technology tools and capabilities that enable streamlining and expansion of automated laboratory operations. We believe these automated platforms will help standardize operations, increase efficiency and speed, increase our ability to scale, and support faster assay development.

The new laboratory facilities, once completed, will increase our operational capacity while allowing us to reduce the overall size of our facilities footprint. In addition, the new laboratories will include various environmental-friendly features and reduce waste volume and the need for plastics.

Social

We believe the success of our mission depends, in part, on our ability to attract and retain qualified personnel. Our key human capital management objectives are to recruit, retain and motivate the exceptional people needed to carry out our mission. To support these objectives and help our employees balance their work and personal lives, we maintain a flexible work environment, competitive compensation and benefit programs, and other programs and opportunities.

Diversity, equity, and inclusion: Diversity, equity, and inclusion is an important component of our human capital management strategy and carrying out our mission. As of December 31, 2022, women made up 62% of our workforce, 46% of leadership roles (vice president and above), and 33% of our Board members, including our Board Chair. We have three employee-led resource groups ("ERGs") that represent and support three diverse communities in our workforce: the Pride Alliance Group, the Black Employees at Myriad, and the Women's Leadership Group. These ERGs mentor, foster, encourage, and inspire employees in all stages of their careers by providing access to senior leadership, peer groups, mentoring and other valuable resources to help them pursue their career ambitions.

Compensation, health, wellness, family resources, and other benefits: Our compensation program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders. We provide competitive salaries, stock ownership opportunities, and enhanced incentive and bonus programs. We also provide an expansive benefit offering including medical, dental and vision health care coverage, insurance and disability coverage, 401(k) investment plans with Company matching, tax advantaged savings accounts, paid time off and leaves of absence, parental leave, family formation benefits, employee assistance programs, community outreach programs, training and development opportunities, and wellness programs. We provide added work life balance to our employees through hybrid work arrangements. We also provide free mental health resources for employees and their dependents. To help our employees deal with increased inflation and cost of living pressures during 2022 and 2023, we increased compensation generally for all employees below the vice president level by over 11% in the aggregate.

Career Development and Training: We launched Learning@Myriad in 2022, a professional development training program that provides expert-curated content for employees and managers. We also offer several career development and training opportunities to our employees, including a curriculum of Company-sponsored business and leadership courses, on-the-job training and a support network to all new employees, and tuition reimbursement for approved external training and educational pursuits. In 2022, we hired a Director of Learning and Development to oversee and expand our professional development programs.

Oversight and Management: We regularly conduct surveys to seek feedback from our employees on a variety of topics, including employee engagement, Company strengths and focus areas, and culture drivers. The results are reviewed by our Board, the CHCC and senior leadership, who analyze areas of progress or deterioration and prioritize actions and activities in response to this feedback to drive meaningful improvements in employee engagement. During 2022, we increased our employee engagement score by 22% year-over-year and reduced employee turnover 5.4 percentage points year-over-year to 12.8%.

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Social Responsibility and Community: At Myriad, corporate responsibility plays an important role in our approach to developing valuable and transformative diagnostic tests across major diseases to improve patients' lives. We believe that our corporate social responsibility programs build greater value for our patients, healthcare professionals and stockholders, support and improve the communities where we live and work, and empower our employees to become more engaged in the well-being of their own communities. The corporate social responsibility programs at Myriad align with a clearly defined set of strategic priorities including:

Philanthropy: We provide financial support to nonprofit organizations and share the expertise of our employees in the communities where we operate.

Advocacy: We collaborate with and support key patient advocacy and support organizations where we can make a positive difference in addressing complex health challenges and providing and improving the quality of life for patients.

Scholarship: We provide financial support for academic scholarship and education at both the undergraduate and post-graduate levels and contribute to advancing education and training for women and minorities in medicine and science.

Patient Assistance: We are working to improve overall health care quality and increase access to diagnostic testing for uninsured and underinsured populations by offering robust financial assistance and free testing to those in need.

Governance

Our Board has primary responsibility for oversight of environmental, social and governance ("ESG") and corporate responsibility matters and our management's development and execution of an ESG strategy. The Board has delegated certain targeted ESG responsibilities to its standing committees to assist it in its ESG oversight duties. The NESGC is charged with regularly reviewing, evaluating, and making recommendations to the Board and management on our ESG strategies, practices, and initiatives. In addition, the NESGC reviews and provides guidance to the Board and management on our public disclosures with respect to ESG and corporate responsibility matters, and monitors ESG and corporate responsibility trends, issues, concerns and risks which could affect our business. The CHCC regularly reviews human capital management matters, including our strategy, objectives, and practices in the areas of compensation, benefits, management and leadership development, diversity and equal opportunity, and human resource planning. The CHCC is also involved in considering, and where appropriate, integrating ESG goals into our executive compensation programs. The AFC reviews and evaluates risks imposed by ESG matters on our business and provides input regarding the establishment of processes and controls to ensure that our quantitative and qualitative ESG disclosures are accurate and consistent. Each of these committees reports to the full Board on various ESG-related matters. In addition, we have an Environmental, Social and Governance Committee (the "ESGC"), which is comprised of leaders from across our organization, including human resources, commercial and laboratory operations, accounting, technology, compliance, legal, and communications. The ESGC is led by our President and Chief Executive Officer and is responsible for assisting our Board and senior management in setting our ESG priorities and considering and recommending ESG policies, practices, and disclosures that are aligned with those priorities.




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Executive Compensation
Compensation Discussion and Analysis

Executive Summary

Overview

We are a leading genetic testing and precision medicine company dedicated to advancing health and well-being for all. We provide insights that help people take control of their health and enable healthcare providers to better detect, treat, and prevent disease. We develop and offer tests that help assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where genetic insights can significantly improve patient care and lower health care costs. Our compensation program is designed to support our mission and business strategy, with the primary objectives of attracting and retaining executive talent, motivating our executive officers through pay-for-performance metrics to enhance our growth and profitability, and increasing long-term stockholder value.

This proxy statement reports on compensation paid or accrued during the year ended December 31, 2022 (the "fiscal year 2022" or "2022 fiscal year") and certain elements of compensation to be paid under our fiscal year 2023 compensation program. References made to the "2020 transition period" refer to the six-month transition period in the second half of calendar year 2020. Effective January 1, 2021, the Company transitioned from a fiscal year from July 1 to June 30 to a calendar year fiscal year. Our named executive officers ("NEOs") for the 2022 fiscal year are:

NameTitle
Paul J. DiazPresident and Chief Executive Officer
R. Bryan RiggsbeeChief Financial Officer and Treasurer
Jerry S. Lanchbury, Ph.D.
Former Chief Scientific Officer (1)
Nicole LambertChief Operating Officer
Mark S. Verratti
Chief Commercial Officer (2)
Kevin R. Haas, Ph.D.Chief Technology Officer
(1) Dr. Lanchbury resigned from his role as Chief Scientific Officer on January 14, 2022.
(2) Mr. Verratti was promoted to Chief Commercial Officer on April 14, 2022. Previously, Mr. Verratti served as Group President of Myriad Neuroscience and Myriad Autoimmune until the sale of our Autoimmune business on September 13, 2021, following which he served as President of Myriad Neuroscience or President, Mental Health, until his appointment as Chief Commercial Officer.

During fiscal year 2022 and continuing into fiscal year 2023, the three principal components of our compensation program for executive officers are:

Annual base salary;

Short-term incentive compensation in the form of an annual cash incentive award; and

Long-term incentive compensation in the form of (a) restricted stock units subject to time-based vesting ("RSUs") and (b) restricted stock units subject to vesting upon meeting certain performance metrics ("PSUs").

We believe that these compensation components provide the appropriate balance of short-term and long-term compensation and incentives to our executive officers to drive our performance, success, and long-term growth. Our compensation program seeks to align compensation with Company performance and reward our executive officers for their contribution to our growth, profitability, increased stockholder value, and employee engagement through the recognition of individual leadership, initiatives, achievements, and other contributions. For short-term incentive awards for our executive officers for the 2022 fiscal year, our Compensation and Human Capital Committee ("CHCC") approved Company performance metrics and engagement metrics as well as individual management business objectives (“MBOs”), which consist of goals tailored to each executive officer. The short-term incentive award component of our executive officers' compensation was balanced among the following factors:

Two financial performance metrics: revenue and adjusted operating income;

Engagement score: a non-financial quantitative metric designed to support our efforts to retain employees and improve employee engagement; and

Individual MBOs.



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The relative weighing of the financial performance metrics, engagement score, and individual MBOs varied among executive officers, with greater weight generally given to the financial performance metrics. Financial performance metrics represented between 50-70% of an executive officer's total score, engagement score represented 10% of an executive officer's total score, and individual MBOs accounted for the remaining 20-40%, as noted in the following illustration:

https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Executive MBO Graphic.jpg

Long-term incentives for the 2022 fiscal year, which were comprised of 50% each of RSUs and PSUs, were also based in part on the Company's performance as measured by certain financial performance metrics set by the CHCC, as shown in the following illustration:

50% of Equity Grant50% of Equity Grant
RSUsPSUs
Number of RSUs granted is fixed at the grant date by the CHCC

Time-based vesting over four years (25% each year)
Target number of PSUs is set at the grant date by the CHCC
Actual number of units granted is subject to Company performance based on revenue, adjusted earnings per share and relative total stockholder return targets during a three-year measurement period
Vest on three-year anniversary date of the grant date

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The CHCC modified our long-term incentive program for fiscal year 2022. The CHCC added revenue as an additional performance metric to the PSU awards to help align our long-term incentive program with our strategic growth plan. The 2022 long-term incentive program includes the following performance metrics: revenue (34% weighting), adjusted earnings per share (33% weighting), and relative total stockholder return (33% weighting). In addition, unlike PSUs granted under our 2021 long-term incentive program, which had a measurement period of one-year, with vesting over four years (25% each year), the CHCC modified the long-term incentive program for the 2022 fiscal year to provide for a measurement period of January 1, 2022 to December 31, 2024 for the relative total stockholder return metric and for revenue and adjusted earnings per share metrics to be measured on fiscal year 2024 results. Additionally, the CHCC adjusted the vesting period for the PSUs such that the awards vest on the three-year anniversary of the grant date. The CHCC modified the measurement period and vesting schedule for these PSUs to incentivize our executive officers to focus more on the Company's long-term goals and performance.

2022 Fiscal Year Performance

For the 2022 fiscal year, excluding revenue from divested businesses, our revenues increased 6% from the 12 months ended December 31, 2021, to $678.1 million. This increase in revenue was driven by GeneSight revenue growth of 36% year-over-year as well as prenatal and tumor profiling revenue growth year-over-year of 9% and 6%, respectively. GAAP operating loss was $(140.6) million, an improvement of $49.9 million, or 26%, from fiscal year 2021, and adjusted operating loss was $(32.8) million, compared to adjusted operating income of $9.1 million in fiscal year 2021. GAAP loss per share was ($1.39) and non-GAAP adjusted loss per share was ($0.30) for the year ended December 31, 2022. GAAP operating expenses decreased approximately 10% year-over-year and non-GAAP adjusted operating expenses increased 5% year-over-year, reflecting the incremental investments in research and development, technology and commercial tools, pipeline development and sales and marketing programs, and Gateway Genomics, as well as the impact of the inflationary environment.

We ended the 2022 fiscal year with approximately $169.7 million in cash, cash equivalents, and marketable securities. We plan to continue to exercise a balanced approach to capital deployment, including investing for future growth and engaging in strategic acquisitions and partnerships as well as other business development activities.

An explanation of the adjustments to our GAAP financial measures used in this proxy statement and a reconciliation of the adjusted financial measures to the comparable GAAP financial measures are included in Appendix A to this proxy statement.

Focusing on our longer-term growth, over the past five years, our revenue has declined at a compound annual rate of 2% since fiscal year 2018. Much of the decline in revenue in fiscal year 2021 compared to fiscal years 2018 and 2019 is attributable to the global pandemic but the decline is also attributable to reductions in hereditary cancer revenue as a result of increased competition. The decline in revenue from fiscal year 2021 to fiscal year 2022 is attributable to the divestiture of our Autoimmune business, Myriad RBM, Inc., and our myPath business during fiscal year 2021. Excluding revenue from divested businesses, our revenues for the 2022 fiscal year increased 6% from the 2021 fiscal year. While hereditary cancer test revenues for the 2022 fiscal year decreased 3% year-over-year, hereditary cancer test revenues increased in the fourth quarter of fiscal year 2022 by 14% as compared to the fourth quarter of the 2021 fiscal year, driven by 16% volume growth over the same period.

Going forward, we believe the Company is better positioned to focus on our core competencies and return to sustained revenue growth given increasing stability in hereditary cancer revenues, continued growth from our existing products, and the planned introduction of new products, including Precise Liquid, FirstGene and Precise MRD. The following table shows the Company's total revenue in millions for fiscal years 2018 through 2020, for the 2022 transition period, and fiscal years 2021 and 2022.

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8357
Over the past five years, we experienced a (16)% annual stockholder return on our stock price versus a 9% return for the Nasdaq composite index ("IXIC") and a 4% return for the Nasdaq Health Care Index ("IXHC") reflecting the increased competition we are facing in the market. However, since the beginning of fiscal year 2021, when our transformation and growth plan was just beginning, we have experienced a (14)% annual stockholder return on our stock price versus a (10)% return for the IXIC and a (12)% return for the IXHC. We included the IXHC in our stock performance chart because the IXHC is comprised of companies which also operate in the healthcare industry. We caution that historical stock price performance, including the stock price performance shown in the chart below, is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.

9269

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In addition to our financial results during the 2022 fiscal year, we also achieved the following progress in our business units:

Oncology

Hereditary Cancer

While revenue from our Hereditary Cancer products (MyRisk, BRACAnalysis®, BRACAnalysis CDx®) in our Oncology business for the 2022 fiscal year decreased 8% compared to the 2021 fiscal year, fourth quarter 2022 revenue increased 9% compared to the fourth quarter 2021, reflecting the execution of our strategic growth plan.

In March 2022, we received U.S. Food and Drug Administration (FDA) approval for BRACAnalysis CDx as a companion diagnostic test for use with Lynparza® in early-stage breast cancer treatment. BRACAnalysis CDx is the only germline test approved by the FDA as a companion diagnostic for treatment of germline BRCA-mutated HER2 negative high-risk early-stage breast cancer.

Tumor Profiling

Revenue from our Tumor Profiling products (myChoice CDx, Prolaris®, EndoPredict®) for the 2022 fiscal year increased 6% compared to the 2021 fiscal year.

In March 2022, we launched Precise Oncology Solutions, a comprehensive offering designed to help oncologists determine the most effective and personalized treatment plan for individual patients. The new suite of solutions combines germline testing, tumor profiling and companion diagnostic options, including Homologous Recombination Deficiency (HRD) testing. The suite of solutions includes our new Precise Tumor Molecular Profile Test, developed in collaboration with Intermountain Precision Genomics and Illumina, our MyRisk Hereditary Cancer Test and our two companion diagnostic tests, MyChoice CDx and BRACAnalysis CDx.

Women’s Health

Hereditary Cancer

Revenue from our Hereditary Cancer products (MyRisk, BRACAnalysis, BRACAnalysis CDx) in our Women's Health business increased for the 2022 fiscal year 3% compared to the 2021 fiscal year.

In March 2022, we expanded our MyRisk hereditary cancer test to include 13 additional actionable gene markers and four new indications: including indications for renal, lung, endocrine and gastric cancers.

Prenatal

On November 1, 2022, we acquired Gateway Genomics, LLC, a personal genomics company and developer of consumer genetic tests including the SneakPeek Early Gender DNA Test.

Revenue from our prenatal products (Myriad Foresight® Carrier Screen, Myriad Prequel® Prenatal Screen and SneakPeek Early Gender DNA Test) for the 2022 fiscal year increased 9% compared to the 2021 fiscal year.

Mental Health

GeneSight

Revenue from our GeneSight psychotropic test for the 2022 fiscal year increased 36% compared to the 2021 fiscal year.

We launched GeneSight Psychotropic 4.1 in March 2022 – an update to the GeneSight test featuring improved clinical considerations, drug categorization, additional medications, and revised phenotype language for certain genes.

In July 2022, the Journal of the American Medical Association published results from the PRIME Care study — the largest pharmacogenomics randomized controlled trial ever conducted in mental health. The study, funded and conducted by the U.S. Department of Veterans Affairs, achieved both of its co-primary endpoints and found that major depressive disorder remission rates were significantly improved when clinicians had access to GeneSight Psychotropic test results.

Additionally, during fiscal year 2022, we hired several new Company leaders, including our General Manager, Oncology, Chief Marketing Officer, Senior Vice President, Business Development, Senior Senior Vice President, Product Management, and Vice President, Lab Transformation. We also promoted existing Company employees, Mark S. Verratti, to serve as Chief Commercial Officer and, Dale Muzzey, to serve as Chief Scientific Officer. Please see the CEO Letter above for additional information about our business performance during the 2022 fiscal year.

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Named Executive Officer Pay at a Glance

To ensure that the interests of our NEOs are aligned with those of our stockholders, the CHCC has designed our executive compensation program to include a substantial majority of pay that is at-risk. At-risk pay may be cash-based, equity-based, or both. The charts below show that the target compensation opportunities for our NEOs are heavily weighted towards variable at-risk pay elements that are only earned based on achievement of performance goals or through continued employment with us. For fiscal year 2022, approximately 91.0% of our President and Chief Executive Officer's 2022 target compensation was comprised of at-risk pay. Similarly, approximately 78.8% of our other NEOs' aggregate 2022 target compensation was comprised of at-risk pay.
13202
13204
* This chart reflects the 2022 fiscal year target compensation of Mr. Diaz, our President and Chief Executive Officer. Percentages shown are approximate.

** This chart reflects the aggregate 2022 fiscal year target compensation of Mr. Riggsbee, Ms. Lambert, Mr. Verratti and Dr. Haas. It does not include the 2022 fiscal year target compensation of Dr. Lanchbury, who retired on January 14, 2022. It also does not include Mr. Verratti's base salary increase or the one-time grant of 10,000 RSUs awarded to Mr. Verratti on April 14, 2022. The percentage for each category is calculated by dividing (i) the sum of the 2022 fiscal year target compensation for these four NEOs for such category by (ii) the aggregate 2022 fiscal year target compensation of these four NEOs for all categories. Percentages shown are approximate.
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Say-on-Pay Results

At our last Annual Meeting of Stockholders on June 2, 2022, we held a stockholder advisory vote on the compensation of our NEOs as disclosed in our 2022 proxy statement. This is generally referred to as a ‘‘Say-on-Pay’’ vote. Our stockholders approved the compensation of our NEOs with 95% of the votes cast in favor of our Say-on-Pay resolution at our 2022 Annual Meeting of Stockholders. Notwithstanding this high approval percentage, the CHCC continues to monitor stakeholder feedback, Company performance, and market developments for potential further improvements to our compensation structure for executive officers. Proxy advisors and stockholder feedback was considered in the CHCC's decisions for fiscal year 2022 compensation. The chart below outlines feedback we have received from stockholders over the past several years and changes we have made in our compensation practices since 2020 in response to that stockholder feedback. For example, during fiscal year 2022, we modified the measurement period of our PSUs from a one-year to a three-year period, with all earned PSUs vesting on the three-year anniversary of the grant date. In addition, we added revenue as a performance metric for PSUs, in addition to adjusted earnings per share and relative total stockholder return, given the importance of long-term revenue growth to investors in our industry.


What we heard from stockholdersChanges in response to stockholder feedback
Annual cash bonus plan gave CHCC significant discretion to determine award levels
Streamlined short-term incentive plan to focus primarily on Company financial metrics (50-70% weighting) and less on MBOs (20-40%); added engagement score metric (10% weighting) to improve employee engagement and retention
Annual cash bonus plan metrics were not sufficiently rigorousEstablished more challenging performance metrics, including revenue and adjusted operating income targets for short-term incentive plan
Performance conditions are measured over one-year period PSUs are measured over a three-year performance period and vest at the end of the three-year performance period based on the CHCC's certification of the applicable performance metrics
Reduce focus on long-term cash awardsEliminated long-term cash incentive program in September 2020
Increase emphasis on performance-based equityPSUs (weighted 50%) are subject to three objective Company performance metrics, including revenue
No relative metrics under long-term incentive planAdded a revenue and a relative total stockholder return metric for PSUs
No cap on PSU awards where absolute total stockholder return is negativeCap award payouts for PSUs if absolute total stockholder return is negative over the performance period
RSUs and PSUs should have long-term vesting requirementsProvided for full vesting of RSUs only after four years and PSUs only after three years to our executive officers under our 2022 long-term incentive plan
Lack of transparency with respect to incentive-based compensationEnhanced disclosure to include threshold, target and maximum goals and actual performance for annual and long-term incentive plans
Single-trigger change of control provisions provide payments without terminationReplaced single-trigger accelerated vesting in a change in control with double-trigger vesting (i.e., change in control and termination now required for accelerated vesting and cash severance benefits)
Align severance benefits awarded upon change in control with market practice
Reduced change in control severance payments from 3X salary and bonus to 1X salary and bonus
Reduced benefit (COBRA) payments from 36 months to a maximum of 12 months
Introduced severance payments (1X salary and bonus) and equity acceleration (two years of vesting) upon a termination without "Cause" or for "Good Reason" not in connection with a change in control



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Pay Practices

In evaluating, designing and implementing our executive compensation program, the CHCC considers the latest industry trends in compensation governance and compensation best practices. As a result of our review of our executive compensation program, we have adopted a number of best practices that we believe reflect the high standards our CHCC seeks to attain to support our compensation philosophy and pay practices, including the following:

What We Do:What We Don't Do:
Grant 50% of executive officers' equity in the form of PSUs that are subject to objective performance metrics
Reprice stock options and other awards without stockholder approval
Establish challenging performance metrics, including revenue and adjusted operating income targets
Provide single-trigger change of control vesting for equity awards
Require directors and executive officers to meet robust stock ownership guidelines    
Guarantee bonuses
Provide full vesting of RSUs under our 2022 long-term incentive plan to executive officers only after four years
Grant in-the-money stock options
Evaluate officer compensation levels against a peer group of similarly situated companies
Provide excessive perquisites
Retain an independent compensation consultant
Repurchase underwater stock options
Prohibit hedging transactions (no waivers granted)
Prohibit tax gross-up payments by the Company with respect to compensation paid to any employee or director
Prohibit short sales, put and call options and other speculative transactions
Prohibit pledging or the use of common stock to secure a margin or other loan (no waivers granted)
Hold an annual advisory vote on executive compensation
Subject incentive compensation to recoupment under our clawback policy
Cap PSUs earned at target if absolute total stockholder return is negative over the performance period

2022 Fiscal Year Named Executive Officer Compensation

Elements of our Compensation Program

While the components of our compensation program are discussed in detail in the following pages, below is a brief introduction:

Base Salary: An annual base salary provides the foundation of our compensation program and ensures that the executive officer is being paid ongoing compensation, which allows us to attract and retain high-quality talent.

Short-Term Incentive Award: The short-term incentive award forms an important part of our compensation strategy by providing an incentive to achieve short-term performance goals as measured by Company performance, an engagement score and accomplishment of individual MBOs.

Equity: Equity incentive compensation forms an important part of our compensation strategy and we have increased our emphasis on PSUs going forward. Equity grants reward our executive officers for the long-term performance of the Company and help to ensure that our executive officers have a stake in our long-term success by providing an incentive to improve our overall growth and stockholder value. For example, financial and stock price performance metrics are included that align with our strategic goals and objectives and align the executive officers’ interests with stockholders’ long-term interests.

The long-term cash incentive bonus award program was discontinued as of September 2020 such that no new awards have been or will be granted under this program. The last awards under the program were granted in September 2019 and were potentially payable in September 2022. However, as noted below, the required metrics were not achieved and no payment was made under these awards.

The CHCC, in collaboration with management, attempts to develop an overall compensation program that incentivizes the executive officers to achieve their objectives without encouraging them to take excessive risks to the business. We believe this objective is accomplished by appropriately balancing the various elements of our compensation program.

Formulating and Setting Executive Compensation

The CHCC is responsible for formulating, evaluating and approving the compensation, including the award of equity compensation, for our executive officers. The CHCC also assists our Board in establishing appropriate incentive compensation and equity-based plans generally for all employees and is responsible for administering these plans.
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During fiscal year 2021, the CHCC retained an independent compensation consultant, Mercer, to update our peer group of companies and to provide competitive market data on the salary, short-term incentive compensation and long-term incentive compensation of executive officers at comparable companies within our industry (the "2021 Mercer Executive Compensation Review"). The CHCC used this competitive market data on compensation in determining annual base salaries, short-term (annual) incentive compensation and long-term equity incentive compensation for our executive officers for fiscal year 2022.

As a basis for the source market data for the 2021 Mercer Executive Compensation Review, Mercer used the compensation data from the group of 19 peer companies set forth in the table below (the "2022 Peer Group"), an increase of seven new companies from our prior peer group based on input from Mercer. The seven new companies (which are marked with an asterisk below) include certain direct competitors of Myriad and certain other companies in the healthcare industry. Each of the seven new companies selected had last twelve month revenues that were less than Myriad's last twelve month revenues to recalibrate the overall size of our peer group. We believe that the compensation information obtained from the 2021 Mercer Executive Compensation Review provides us with appropriate compensation data and benchmarks for the 2022 fiscal year compensation decisions because it is derived from companies that are in our industry and have similar factors such as number of employees, total assets, market value, revenues, and net income.

Alkermes plc
lonis Pharmaceuticals, Inc.
BioMarin Pharmaceutical Inc.
Ironwood Pharmaceuticals, Inc.*
Bio-Techne Corporation
Jazz Pharmaceuticals plc
bluebird bio, Inc.*Natera, Inc.*
Coherus BioSciences, Inc.*
Neogenomics, Inc.
Exact Sciences Corporation
Neurocrine Biosciences Inc.
Exelixis Inc.
Seagen Inc.
lncyte Corporation
United Therapeutics Corporation
Intercept Pharmaceuticals, Inc.*Vanda Pharmaceuticals Inc.*
Invitae Corporation*

In addition, Mercer gathered competitive market data from published surveys in the biotech industry for similarly sized entities as reflected in the 2020 Mercer US Global Premium Executive Remuneration Suite and the 2021 Radford Global Life Sciences Survey. To determine competitive market compensation, where possible, composite survey data were equally blended with available proxy data from companies in the 2022 Peer Group set forth above. This information was gathered and analyzed for the 25th, 50th and 75th percentiles for annual salary, short-term incentive pay elements and long-term incentive pay elements. Where possible, our executive officers were matched to appropriate proxy and survey positions based on job content and level of responsibility. Proxy-based and survey-based salaries were aged to January 1, 2022, at an annual rate of 3.0%, the average projected 2021 salary increase for executives in the United States. Restricted stock units were valued at fair market value (the closing price of our common stock) on the date of grant. Using the composite peer group data provided to us in the 2021 Mercer Executive Compensation Review, the CHCC analyzed the average salary, short-term incentive bonus compensation and long-term equity incentive compensation for each of our executive officers at the 25th, 50th and 75th percentile ranges.

Utilizing this composite peer group data, the CHCC then determined the components of each executive officer's compensation package based on various factors, including: the executive officer’s particular background, training and relevant work experience; the executive officer’s role and responsibilities and the compensation paid to similar persons in comparable companies represented in the compensation data; demand for individuals with the executive officer’s specific talents and expertise and our ability to attract and retain comparable talent; individual MBOs; other expectations of the executive officer for the position; and comparison to other executive officers within our Company having similar skills and experience levels and responsibilities. The CHCC may award compensation below or above the 50th percentile of comparable companies in our industry taking into account the foregoing factors and the need to ensure that the applicable compensation package provides sufficient compensation to attract and retain talented executives and achieve our other executive compensation program objectives.

Base Salary

Each year, we evaluate base salaries as part of our management compensation program and establish each executive officer’s base salary for the ensuing year. In establishing base salaries, we assess the executive officer’s performance in each of the areas of their individual MBOs, the financial performance of the Company in the areas of responsibility of the executive officer, overall financial performance of the Company, the experience of the executive officer, the executive officer’s role and responsibilities and particular background, and other significant accomplishments and contributions of the executive officer. An executive officer’s base salary is also evaluated together with other components of the executive officer's total compensation.

In December 2021, the CHCC increased the base salaries of our NEOs (other than Dr. Lanchbury, who retired on January 14, 2022) by an average of 4.8%. The base salary increases were effective as of February 1, 2022 for each NEO other than Ms. Lambert. Ms. Lambert's base salary increase, which was effective January 1, 2022 and made in connection with her promotion to Chief Operating Officer, was made to reflect her increased duties and responsibilities. The CHCC also increased the base salary of Mr. Diaz by 5.0% due to his leadership in developing and executing upon our strategic transformation and growth plan. Mr. Verratti's base salary was increased by 3.0% to $447,524. However, upon his promotion from President, Mental Health to Chief Commercial Officer on April 14, 2022, the CHCC increased Mr. Verratti's base salary to $475,000 to reflect his increased duties and responsibilities.

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Named Executive Officer
Base Salary During 2021 Fiscal Year
($)
Base Salary During 2022 Fiscal Year
($)
% Base Salary
Increase From 2021
Paul J. Diaz
President and Chief Executive Officer
$1,000,000$1,050,0005.0%
R. Bryan Riggsbee
Chief Financial Officer and Treasurer
$526,451$547,5094.0%
Jerry S. Lanchbury, Ph.D.
    Former Chief Scientific Officer (1)
$544,820$544,820—%
Nicole Lambert
Chief Operating Officer
$475,250$500,0005.2%
Mark S. Verratti
    Chief Commercial Officer (2)
$434,489$475,0009.3%
Kevin R. Haas, Ph.D.
     Chief Technology Officer
$375,000$400,0006.6%
(1) Dr. Lanchbury resigned from his role as Chief Scientific Officer on January 14, 2022.
(2) The CHCC increased Mr. Verratti's base salary by 3.0% to $447,524, effective as of February 1, 2022. Upon his promotion from President, Mental Health to Chief Commercial Officer on April 14, 2022, the CHCC increased Mr. Verratti's base salary to $475,000.

Short-Term Incentive Awards

The short-term (annual) incentive award amount is determined as part of our executive compensation program. The CHCC has implemented an annual executive compensation program for the purpose of establishing annual performance objectives for our executive officers to align their performance with the overall goals and objectives of the Company. For fiscal year 2022, the CHCC used a formulaic approach to determine the short-term incentive awards for our executive officers. The formula was based on a target incentive bonus as a percentage of base salary, Company financial performance, engagement score, and the achievement of individual MBOs. After the level of performance is determined by the CHCC, the payout percentage of each individual metric is added together to calculate the total payout percentage for each executive officer. The final payout percentage is then multiplied by the executive officer's base salary and by the executive officer's target bonus opportunity (which is a percentage of the executive officer's base salary). The general formula for calculating bonus amounts for the 2022 fiscal year is as follows:

https://cdn.kscope.io/16ad80a9f576ed586c23664bf7924f8e-Annual Cash Incentive Bonus v4.jpg


Target Bonus Opportunity

In March 2022, after considering the Company’s performance, the performance of the NEOs and the general industry and market conditions, the CHCC determined that the target bonus opportunity for our NEOs (other than Dr. Lanchbury) for the 2022 fiscal year short-term incentive award should remain unchanged from the targets for each position that were established for the 2021 fiscal year.

Named Executive Officer2022 Fiscal Year Target Bonus Opportunity
(% of Base Salary)
2021 Fiscal Year Target Bonus Opportunity
(% of Base Salary )
Paul J. Diaz, President and Chief Executive Officer
100%100%
R. Bryan Riggsbee, Chief Financial Officer and Treasurer
60%60%
Nicole Lambert, Chief Operating Officer
60%60%
Mark S. Verratti, Chief Commercial Officer
50%50%
Kevin R. Haas, Ph.D. Chief Technology Officer50%50%

Weighting of Performance Metrics

In addition, in March 2022, the CHCC determined that Company financial performance, engagement score, and individual MBOs for each NEO (other than Dr. Lanchbury) should be weighted as noted in the table below. Individual MBOs constituted a proportion of each executive officer’s scoring for cash bonuses that is weighted less than the financial metrics of revenue and adjusted operating income combined. The financial metrics were generally weighted higher than individual MBOs to incentivize our executive officers to achieve our strategic growth plan and achieve profitability during fiscal year 2022. The CHCC weighted Mr. Riggsbee's and Dr. Haas' individual MBOs higher than other NEOs due to the importance of each of their respective MBOs, which are described in detail below, to the Company's transformation and growth plans.

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Named Executive OfficerRevenue WeightAdjusted Operating Income WeightEngagement Score WeightIndividual MBO Weight
Paul J. Diaz
     President and Chief Executive Officer
40%30%10%20%
R. Bryan Riggsbee
     Chief Financial Officer and Treasurer
30%20%10%40%
Nicole Lambert
     Chief Operating Officer
40%30%10%20%
Mark S. Verratti
     Chief Commercial Officer
40%30%10%20%
Kevin R. Haas, Ph.D.
     Chief Technology Officer
30%20%10%40%

Performance Metrics

Company financial performance is based on two weighted metrics: Company revenue and adjusted operating income, with adjusted operating income defined as total operating income excluding acquisition-related amortization of intangible assets, equity compensation, goodwill and long-lived asset impairment charges, transformation initiatives, acquisition-related costs, legal charges, net of insurance reimbursement, and certain other non-recurring items. These financial performance metrics were selected to support our strategic growth plan with the goals of increasing revenue and improving our adjusted operating income. These metrics are measured on a Company-wide basis for all executive officers other than Mr. Verratti, who led our Mental Health business during a portion of fiscal year 2022. Mr. Verratti's performance metrics for fiscal year 2022 were based on the revenue and adjusted operating income performance of our Mental Health business during fiscal year 2022. In addition, consistent with the approach established in fiscal year 2021, the CHCC used engagement score as another quantitative metric in fiscal year 2022 to support our efforts to retain employees and improve employee engagement. In developing the engagement score metric for fiscal year 2022, the CHCC considered our fiscal year 2021 engagement score of 50, our first Company-wide measure of engagement, which failed to achieve even our threshold performance level target of 55 in fiscal year 2021. For fiscal year 2022, to incentivize our executive officers to improve upon our fiscal year 2021 engagement score, the CHCC adopted threshold, target, and maximum performance level targets for engagement score based on a percentage improvement over our fiscal year 2021 engagement score. The chart below summarizes the metrics and performance levels established by the CHCC for the 2022 fiscal year. The financial metrics and performance targets were based on our 2022 budget, which, in comparison to our 2021 fiscal year financial and operating results, no longer included our Autoimmune business, Myriad RBM, Inc., and our myPath business due to the divestiture of those businesses during fiscal year 2021. The target performance levels for revenue and adjusted operating income were set at 100% of our 2022 budget for revenue and adjusted operating income.

Performance MetricsWeightingThreshold Performance LevelTarget Performance LevelMaximum Performance Level
Revenue (1)
30-40%
$629.1 million
Payout %: 15-20%
$680.1 million
Payout %: 30-40%
$748.1 million
Payout %: 45-60%
Adjusted Operating Income (2)
20-30%
$(13.0) million
Payout %: 10-15%
$0.1 million
Payout %: 20-30%
$25.0 million
Payout %: 30-45%
Engagement Score10%4.5% improvement Payout %: 5%5.0% improvement Payout %: 10%7.0% improvement Payout %: 15%
Individual MBOs
20-40%
The payout percentage for individual MBOs is determined by the CHCC in its sole and absolute discretion after considering the performance of each executive officer in achieving his or her individual MBOs.
(1) Mr. Verratti's threshold, target, and maximum performance level targets for revenue from our Mental Health business for fiscal year 2022 were $102.0 million, $110.3 million, and $121.3 million, respectively.
(2) Mr. Verratti's threshold, target, and maximum performance level targets for adjusted operating income for our Mental Health business for fiscal year 2022 were $17.4 million, $20.8 million and $26.3 million, respectively.

Company Performance and Engagement Score

As shown below, in February 2023, the CHCC determined that the achievement level for the Company-wide revenue metric was 95% of target performance level and that the Company failed to reach the threshold performance level for the Company-wide adjusted operating income, and, therefore, no payment would be made with respect to that metric for our NEOs (other than Mr. Verratti). Mr. Verratti's achievement level for the revenue and adjusted operating income metrics for the Mental Health business were 150% and 150% of target performance levels, respectively. The CHCC also determined that our fiscal year 2022 engagement score increased year-over-year by 22%, resulting in an achievement of the maximum performance level. The CHCC then calculated the payout percentage for these quantitative performance metrics for each executive officer, by applying the actual results for each quantitative performance metric for the 2022 fiscal year to the targets approved by the CHCC during 2022 and the relative weighting of each metric for each executive officer. The following chart shows the CHCC’s determination with respect to the 2022 fiscal year cash incentive performance measures:

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MetricThresholdTargetMaximum
Actual Result (3)
AchievementPayout %
Revenue (1)
$629.1 million$680.1 million$748.1 million$675.1 million95%28.5% - 38%
Adjusted Operating Income (Loss) (2)
$(13.1) million$(0.1) million$24.9 million$(32.4) million—%—%
Engagement Score (YoY Improvement)4.5%5.0%7.0%22.0%150%15.0%
Total43.5% - 53.0%
(1) Fiscal year 2022 revenue for the Mental Health business was $127.6 million, which exceeded the maximum performance level target of $121.3 million, resulting in an achievement of 150%, and a payout of 60% for Mr. Verratti.
(2) Fiscal year 2022 adjusted operating income for the Mental Health business was $29.5 million, which exceeded the maximum performance level target, resulting in an achievement of 150% and a payout of 45% for Mr. Verratti. Mr. Verratti's total payout percentage for all financial performance metrics was 105%. (3) Revenue and adjusted operating income (loss) attributable to Gateway Genomics, LLC, which was acquired by us on November 1, 2022, were excluded in determining the achievement level of the performance and engagement metrics.

Individual MBOs

The MBOs for each executive officer for the 2022 fiscal year consist of individual objectives tailored to each executive. The MBOs for our NEOs for the 2022 fiscal year and their achievement of those MBOs during fiscal year 2022 are set forth in the table below. The CHCC determined that Mr. Diaz achieved a 100% performance score on his individual MBOs, resulting in an individual MBO payout percentage of 20.0% for determining his cash incentive bonus for the 2022 fiscal year. The CHCC also determined that the other NEOs had substantially accomplished their respective individual MBOs based on the accomplishments described in the table below.

Named Executive OfficerIndividual MBOs For Fiscal Year 2022MBO Achievements
Paul J. Diaz
President and Chief Executive Officer
Strengthen the Company's product pipeline by being positioned to launch FirstGene in 2023, make substantial progress in developing a liquid biopsy product and finish evaluation of a minimal residual disease detection technology. Engage proactively in interactions with external stakeholders to improve stakeholder perceptions of the Company.
Mr. Diaz strengthened the Company's product pipeline by positioning FirstGene for a launch in 2023, made substantial progress on Precise Liquid, which is also scheduled to launch in 2023, made progress on developing Precise MRD, and engaged with key stakeholders to improve stakeholder perceptions.
R. Bryan Riggsbee
Chief Financial Officer
and Treasurer
Complete the upgrade to our reimbursement, billing and revenue cycle capabilities; restructure and improve our information technology security systems and internal control processes, partner with business development team to create and execute a plan to deploy capital to support top-line revenue growth and continue to improve engagement and transparency with investors.
Mr. Riggsbee completed the upgrade to the Company's reimbursement, billing and revenue cycle capabilities and made improvements to the Company's information technology systems and control processes, resulting in no material weakness for the year ended December 31, 2022. In addition, Mr. Riggsbee partnered with the business teams to acquire Gateway Genomics, LLC and continued to increase engagement and transparency with investors.
Nicole Lambert
Chief Operating Officer
Develop and launch program to serve additional myRisk patients; define and align customer service organization; improve external net promoter score; restructure international organization and better align central functions to the U.S. enterprise teams; and increase recruiting efforts to attract high performing talent, decrease undesirable turnover, and implement employee development plans. Ms. Lambert launched a program to serve additional myRisk patients, improved our external net promoter score, realigned our customer service and sales organizations, restructured our international organization, increased recruiting efforts to attract high performing talent, reduced undesirable turnover and implemented employee development plans and manager training on employee development and career planning.
Mark S. Verratti
Chief Commercial Officer
Execute on new commercial model, including through reorganization of sales force, digital marketing and inside sales expansion; and decrease the percentage of non-paid GeneSight tests from fiscal year 2021 baseline.The GeneSight team continued to execute upon the new commercial model by growing the inside sales team by 10%, improving year-over-year lead generation for providers and patients, and increasing order volumes. In addition, the GeneSight team made progress on decreasing the percentage of non-paid GeneSight tests from fiscal year 2021.
Kevin R. Haas, Ph.D.
     Chief Technology
     Officer
Deliver key commercial capabilities and comprehensive technology solutions for end-to-end customer experience and ease of use; accelerate growth by advancing innovative products which improve clinical outcomes, and accessing new market opportunities; execute on a strategy for enterprise platforms that reduce complexity, increase efficiency and eliminate technical debt; and develop talent, culture, and operating capacity of technology organization.Dr. Haas and the Technology team developed certain key commercial capabilities and technology solutions to improve customer experience and ease of use, including the Epic integration, supported the development of new products and access to new market opportunities, eliminated technical debt, and improved the talent and operating capacity of the technology organization.

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The NEOs' performance on their individual MBOs and individual MBO payout percentages are noted in the following table.

Named Executive OfficerMBO Score (%) AchievedMBO WeightingMBO Payout Percentage
Paul J. Diaz
     President and Chief Executive Officer
100%20%20%
R. Bryan Riggsbee
     Chief Financial Officer and Treasurer
100%40%40%
Nicole Lambert
     Chief Operating Officer
90%20%18%
Mark S. Verratti
     Chief Commercial Officer
100%20%20%
Kevin R. Haas, Ph.D.
     Chief Technology Officer
95%40%38%

In February 2023, the CHCC determined the payout percentage for each performance metric based on the actual level of performance achieved in the 2022 fiscal year for each of the performance metrics. The CHCC then determined the cash incentive bonuses for our NEOs for the 2022 fiscal year as set forth in the chart below.

Named Executive Officer
Base Salary
Target Incentive Bonus (as a % of Base Salary)
Total Payout Percentage (as a %) (1)
2022 Fiscal Year Bonus Payment ($)
Paul J. Diaz
President and Chief Executive Officer
$1,050,000100%73.0%$766,500
R. Bryan Riggsbee
Chief Financial Officer and Treasurer
$548,00060%83.5%$274,548
Nicole Lambert
Chief Operating Officer
$500,00060%71.0%$213,000
Mark S. Verratti (2)
Chief Commercial Officer
$447,52450%140.0%$313,267
Kevin R. Haas, Ph.D.
Chief Technology Officer
$400,00050%81.5%$163,000
(1) Total payout percentage was calculated based on the sum of the revenue, adjusted operating income, engagement score, and individual MBO payout percentages. Mr. Diaz's revenue, adjusted operating income, and individual MBO payout percentages were 38.0%, 0%, and 20.0%, respectively. Mr. Riggsbee's revenue, adjusted operating income, and individual MBO payout percentages were 28.5%, 0%, and 40.0%, respectively. Ms. Lambert's revenue, adjusted operating income, and individual MBO payout percentages were 38.0%, 0%, and 18.0%, respectively. Mr. Verratti's revenue, adjusted operating income, and individual MBO payout percentages were 60.0%, 45.0%, and 20.0%, respectively. Dr. Haas' revenue, adjusted operating income, and individual MBO payout percentages were 28.5%, 0%, and 38.0%, respectively. The engagement score payout percentage was 15% for all executive officers.
(2) The CHCC determined Mr. Verratti's 2022 fiscal year short-term incentive award based on his base salary at the beginning of 2022 of $447,524 and his target incentive bonus percentage at the beginning of 2022 of 50%, Mr. Verratti's base salary and target incentive bonus percentage were increased to $475,000 and 60%, respectively, in connection with his promotion to Chief Commercial Officer in April 2022.

Long-Term Incentive Awards

For fiscal year 2022, long-term incentive compensation was granted in the form of 50% RSUs subject to time-based vesting and 50% PSUs subject to vesting upon meeting certain performance metrics. Prior to the 2020 transition period, we provided a three-year cash incentive bonus and annual equity awards. Beginning with the 2020 transition period, we eliminated the cash incentive bonus in response to stockholder feedback and to better align the interests of our executive officers with those of our stockholders. As discussed below, the last award under the cash incentive bonus ended without any payment thereunder at the end of the last three-year performance period on June 30, 2022.

In determining the amount of equity compensation to be awarded, the CHCC considers various factors, including our financial and operating performance for the applicable period; the executive officer’s contribution to our performance; the anticipated contribution of the executive officer to our future performance; the accomplishments of the executive officer as measured by achievement of MBOs; a review of compensation for comparable positions in our peer group from our benchmarking studies; and the total compensation of the executive officer and the anticipated retentive effect of the grant of additional equity compensation. We also consider the total number of outstanding shares of our common stock, relative dilution to stockholders, as well as our gross equity burn rate, issued equity overhang and total equity overhang. The size of the long-term incentive award generally increases as the rank and responsibilities of the executive officer increases.

Long-term incentive awards for the fiscal year 2022 were made in March 2022, at a regularly scheduled CHCC meeting, and the CHCC anticipates continuing to grant long-term incentive awards in March of each year going forward. The CHCC does not time the grant of equity compensation with respect to the release of material nonpublic information, whether or not that information may favorably or unfavorably impact the price of our common stock. Equity awards for the executive officers, including our Chief Executive Officer, are approved by the CHCC.

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Time-based restricted stock units (RSUs). For our NEOs, we issue long-term equity incentive compensation grants in the form of RSUs. For these RSUs, one-fourth of the grants vest on an annual basis over a period of four years. The number of RSUs granted to our NEOs during the 2022 fiscal year are set forth in the chart below. Mr. Verratti received a special one-time award of 10,000 RSUs on April 14, 2022 in connection with his promotion to Chief Commercial Officer.

Named Executive Officer
2022 Fiscal Year
RSUs Granted (#) (1)
2022 Fiscal Year
Grant Date Fair Value of RSUs Granted ($) (3)
Paul J. Diaz, President and Chief Executive Officer
173,144$4,500,013
R. Bryan Riggsbee, Chief Financial Officer and Treasurer
36,866$958,147
Jerry S. Lanchbury, Ph.D., Former Chief Scientific Officer
Nicole Lambert, Chief Operating Officer
33,665$874,953
Mark S. Verratti, President, Chief Commercial Officer
     29,238 (2)
$739,796
Kevin R. Haas, Ph.D. Chief Technology Officer19,238$499,996
(1)The amounts represent the number of RSUs granted to our NEOs during the 2022 fiscal year. Except as otherwise noted in footnote (2) below, the RSUs awarded to Mr. Diaz, Mr. Riggsbee, Ms. Lambert, Mr. Verratti and Dr. Haas were granted on March 22, 2022 and vest 25% on March 22, 2023, 25% on March 22, 2024, 25% on March 22, 2025 and 25% on March 22, 2026, subject to the executive officer's continued service to the Company.

(2)Mr. Verratti received an award of 10,000 RSUs on April 14, 2022. These RSUs vest 25% on April 14, 2023, 25% on April 14, 2024, 25% on April 14, 2025, and 25% on April 14, 2026.

(3)The amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718 and, (a) in the case of RSUs granted on March 22, 2022, are based on the closing price of our common stock on the Nasdaq Global Select Market on March 22, 2022, of $25.99, and (b) in the case of RSUs granted on April 14, 2022, are based on the closing price of our common stock on the Nasdaq Global Select Market on April 14, 2022, of $23.98.

Performance-based restricted stock units (PSUs). For our NEOs, all PSUs awarded will vest after three years only if predetermined, formula-based, performance targets are achieved. Each performance metric has threshold, target and maximum performance level targets. The actual number of units earned is determined based on the percentage achievement of each predetermined performance target with no award earned if the minimum threshold is not achieved. Maximum payout is capped at 150% of the target number of PSUs granted. If the minimum threshold is achieved, the awards for fiscal year 2022 vest on the three-year anniversary of the grant date, or March 22, 2025.

The performance metrics for PSUs are weighted 34% for revenue, 33% for adjusted earnings per share and 33% for relative total stockholder return. Relative total stockholder return is measured against the IXHC using the 20-trading day averages at the beginning and end of the measurement period. The CHCC selected the IXHC as the appropriate benchmark because it includes a broad swath of healthcare growth companies and the CHCC believes that it best represents the Company from both a market and size perspective. In addition, the CHCC capped the number of PSUs earned with respect to the relative total stockholder return metric at target performance level if absolute total stockholder return is negative over the performance period. The measurement period for the relative total stockholder return metric is January 1, 2022 to December 31, 2024, and the revenue and adjusted earnings per share metrics will be measured based on fiscal year 2024 results. We do not publicly disclose our goals during the performance periods due to the proprietary and competitive sensitivity of the information. We believe these goals to be consistent with our philosophy of establishing aggressive but achievable targets.

The number of PSUs granted during the 2022 fiscal year for our NEOs are set forth in the chart below.

Named Executive Officer
2022 Fiscal Year
Number of PSUs Granted (1)
2022 Fiscal Year
Grant Date Fair Value of PSUs Granted ($) (2)
Paul J. Diaz
     President and Chief Executive Officer
173,143$5,013,648
R. Bryan Riggsbee
     Chief Financial Officer and Treasurer
36,865$1,067,485
Jerry S. Lanchbury, Ph.D.
     Former Chief Scientific Officer
Nicole Lambert
     Chief Operating Officer
33,664$974,797
Mark S. Verratti
     Chief Commercial Officer
19,238$557,073
Kevin R. Haas, Ph.D.
     Chief Technology Officer
19,238$557,073
(1)Represents the target number of PSUs awarded to our NEOs on March 22, 2022. To the extent the PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 22, 2025.

(2)The amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718. 67% of the units have a performance condition and are valued based on the closing price of our common stock on the Nasdaq Global Select Market on March 22, 2022 of $25.99. The other 33% of the units have a market condition and are valued using a Monte Carlo valuation model which resulted in a value of $34.98.


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Other Compensation

Initial Equity Awards. Executive officers are often granted equity in the form of restricted stock unit awards when he or she joins us. The amount of the initial restricted stock unit award is determined based on the executive officer’s position and analysis of the competitive practices of the companies similar in size as represented in the compensation data that we review with the goal of creating a total compensation package for new executive officers that is competitive with other similar companies and that will enable us to attract high quality management personnel. Generally, each initial equity award vests in equal portions on an annual basis over at least four years. No initial equity awards were granted to executive officers in 2022.

Three-Year Cash Incentive Bonus. In December 2012, the CHCC established a long-term cash incentive bonus program for our executive officers based on predetermined, objective financial formula-based performance targets to be accomplished at the end of the third ensuing fiscal year. In September 2020, the CHCC discontinued this program, so that no further awards would be granted under this program. The last long-term cash incentive awards to executive officers were made in September 2019 for a three-year performance period that ended June 30, 2022.

For any amount to be paid under the three-year cash bonus awards, the minimum predetermined financial metric thresholds must be surpassed; otherwise, no bonus amount is paid. As reflected in the following table, the financial metrics for these payouts are determined when each three-year award is established. The three-year incentive bonus award amount was based on a target bonus amount as a percentage of base salary of 20% for our Chief Executive Officer and 15% for our other executive officers. For all executive officers, the bonus amount is capped at 150% of the target bonus. Based on the Company’s financial performance, we have made a payout under our long-term cash incentive bonus program only for the three-year performance periods ending with fiscal years 2015 and 2019. For the other three-year performance periods ending in fiscal years 2016, 2017, 2018, and 2020, and for the 12 months ended June 30, 2021 and June 30, 2022, none of the target thresholds were achieved, so no payouts were made.

The following table summarizes the results of the last grant of the three-year cash incentive awarded to our executive officers.

Date of
Award
Three-Year
Performance
Period
 Performance Criteria and Weighting (as of %)
Payout Under
Award
September 2019FY 2020-2022
Revenue (50%), Adjusted Operating Margin (25%) and Diversification of Product Revenue (25%)
No Payout
Benefits; Other Compensation. We maintain broad-based benefits that are provided to all employees, including health and dental insurance, life and disability insurance, and a 401(k) plan. Additionally, we may provide other benefits to new executive officers such as a relocation package or other related compensation as determined on a case-by-case basis. During the 2022 fiscal year, Mr. Diaz received a housing allowance of $33,600 and paid commuting expenses of $14,482 and Ms. Lambert received paid commuting expenses of $11,217. We may also provide certain compensation benefits in connection with the retirement of our executive officers based on their accomplishments and tenure of employment with us. On February 7, 2022, in connection with Dr. Lanchbury's retirement as Chief Scientific Officer, we entered into a Separation and Consulting Agreement with him (the "Separation Agreement"), pursuant to which he received certain compensation and other benefits in consideration for, among other things, his compliance with certain restrictive covenants, including customary non-compete and non-solicitation covenants, a typical release of claims, and for his 19 years of distinguished service with us. The terms of Dr. Lanchbury's Separation Agreement are set forth in more detail under "Narrative Disclosure to Summary Compensation Table and 2022 Fiscal Year Grants of Plan-Based Awards Table" later in this proxy statement section.

Compensation Objectives

The primary objectives of our CHCC in establishing and maintaining our executive compensation programs are to:

Attract and retain the best possible executive talent;

Motivate our executive officers to enhance our growth and profitability;

Increase long-term stockholder value; and

Reward the executive officers for their contribution to our growth, profitability and increased stockholder value through the recognition of individual leadership, initiatives, achievements and other contributions.

The specific directives of the CHCC are to provide appropriate short- and long-term compensation and incentives, in the form of cash and equity, that motivate and reward the accomplishment of individual and corporate objectives and that align executive officer compensation with the creation of stockholder value. Though the greater weight in determining executive compensation will be given to objective financial metrics and Company performance, such as revenue, adjusted operating income, adjusted earnings per share and relative total stockholder return, the CHCC has adopted and implemented a compensation plan where our executive officers’ short-term incentive award is based in part on a variety of factors set forth in MBOs.


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Role of Management in Our Compensation Program

Our management, including our Chief Executive Officer, supports the CHCC, attends portions of its meetings upon request, and performs various administrative functions at its request. Our Chief Executive Officer provides input to the CHCC on the effectiveness of our compensation program and makes specific recommendations as to the base salary amounts, short-term incentive award amounts, and equity incentive awards for the executive officers, other than for himself. At the end of each fiscal year, our Chief Executive Officer evaluates the annual performance of each of our executive officers, including an assessment of the accomplishment of each executive officer’s MBOs, and submits his calculations and recommendations to the CHCC which then determines an short-term incentive award amount for the concluding fiscal year, the base salary amount for the ensuing fiscal year, and long-term equity incentive compensation for each of the executive officers. Except for our Chief Executive Officer, no executive officer is present when the CHCC discusses and determines the salary and bonus amounts and equity compensation to be awarded to the executive officers. In the case of our Chief Executive Officer, the CHCC makes its review and determinations for the Chief Executive Officer's base salary, short-term incentive award, and long-term equity incentive compensation without any recommendations from him. Our Chief Executive Officer is excused from all meetings, and is not present, where decisions pertaining to his compensation are discussed, determined and approved by the CHCC.

Termination and Change-in-Control-Based Compensation

To address the possibility of a change in control of the Company, or an abrupt termination for business necessity, and the potential that the uncertainty and questions such possibility may raise among key personnel could result in the departure or distraction of key personnel to the detriment of us and our stockholders, we entered into a Severance and Change in Control Agreement with each of our executive officers, other than our Chief Executive Officer whose arrangements with respect to severance and change in control of the Company are addressed in his employment agreement with us. The terms of the Severance and Change in Control Agreements include:

The change in ownership threshold required to constitute a change in control is 50%;

Double-trigger vesting (i.e., change in control and termination required for accelerated vesting and cash severance benefits);

Change in control severance payments of 1X salary and bonus;

Benefit (COBRA) payments for a maximum of 12 months; and

Severance payments (1X salary and bonus) and equity acceleration (two years of vesting) upon a termination without "Cause" or for "Good Reason" not in connection with a change in control.

We believe that the terms of our Severance and Change in Control Agreements adopted in 2020 are consistent with those maintained by others in our industry and therefore are important for attracting and retaining key executive officers who are critical to our long-term success. The potential benefits provided under the Severance and Change in Control Agreements are in addition to the current compensation arrangements we have with our executive officers.

For the payments each of our NEOs is entitled to receive upon termination, including termination incident to a change in control, see “Potential Payments Upon Termination or Change in Control” later in this proxy statement.

Risk Assessment and Mitigation

The CHCC has conducted an annual risk assessment of our compensation policies and practices for our employees and concluded that our policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The CHCC conducted its latest assessment in March 2023. For this purpose, we considered the compensation structure of the Company for its employees including executive officers, which is based on an annual salary, annual bonus (for bonus-eligible employees), sales commissions and bonuses (for sales staff and managers), and equity incentive compensation in the form of restricted stock unit grants. We do not believe that we offer any short-term incentives that would reasonably be expected to result in high-risk actions or conduct by our employees. For example, incentive compensation for executive officers in the form of an annual cash bonus are based on a predetermined formula and management objectives approved by the CHCC and is subject to a cap. In addition, annual cash bonus payments are based upon a variety of performance metrics, thereby diversifying the risk associated with any single performance indicator. There is no unique operational division or group of employees who are specially compensated, or who, as a group, are responsible for a material portion of our revenues or profits. We do not believe that the awarding of long-term incentive compensation under our equity incentive compensation in the form of restricted stock units creates any undue compensation risks to the Company. Our long-term equity compensation awards have performance or vesting periods of three or four years, which encourages executive officers to focus on the long-term performance of the Company and its stock price. Additionally, we believe that we have appropriate internal controls that support the accurate and timely recognition of Company revenues. Accordingly, we believe that we have a balanced pay and performance program that does not promote undue or excessive risk taking.

Incentive Compensation Recoupment Policy (Clawback Policy). Our Board has adopted the Policy on Incentive Compensation Repayment, which requires an executive officer to repay the Company the amount of any annual incentive compensation, whether in cash or equity (such as options, stock, restricted stock, or similar equity grants), that an executive officer receives to the extent that:

the amount of such payment was based on the achievement of certain financial results that were subsequently the subject of a restatement that occurs within 12 months of such cash payment or equity award;
47




the executive officer had engaged in theft, dishonesty or intentional falsification of the Company's documents or records that resulted in the obligation to restate the Company's financial results; and

a lower annual incentive payment or award would have been made to the executive officer based upon the restated financial results.

Policy Regarding Hedging and Other Prohibited Transactions. In February 2023, our Board adopted a revised Insider Trading Policy that provides that no employee, officer or director may engage in any of the following activities with respect to the Company’s securities:

Purchasing a financial instrument, or engaging in any other similar transaction, including prepaid variable forward contracts, equity swaps, collars, puts, calls or other derivative instruments, that are designed to, or that may reasonably be expected to have the effect of, hedging or offsetting any decrease in the market value of Company securities.

Engaging in transactions involving Company derivative securities, including options, warrants, stock appreciation rights, convertible notes, Company-based option contracts, transactions in straddles or collars, writing puts or calls or similar rights whose value is derived from the value of the Company's common stock.

Purchasing any Company security on margin, holding any Company security in a margin account, or pledging any Company security as collateral to secure or guarantee any indebtedness.

The Insider Trading Policy also prohibits Section 16 officers who purchase any Company security in the open market from selling any Company security during the six months following such purchase (or vice versa).

Stock Ownership Guidelines. The details of the stock ownership guidelines applicable to our directors and executive officers (including our NEOs) are outlined below.

FeatureGuidelines
Ownership Multiple
Director = 5x annual cash retainer
CEO = 3x annual base salary
Other Executive Officers = 2x annual base salary
Years to Meet Requirement
Five years from the date of election or appointment or adoption of the stock ownership guidelines
Shares That Count Towards Requirement
Shares owned directly or indirectly, including restricted stock, stock owned by a spouse or minor child, and stock held beneficially in a trust
Calculation MethodShares of common stock are valued at the greater of (i) the common stock closing price as of the date on which the determination is made and (ii) the common stock closing price on the date the shares were acquired by the director or officer
Restrictions on the Transfer of Shares Prior to Meeting Requirements
Individual may not transfer more than 50% of his or her shares (excluding shares sold to fund tax liabilities associated with the receipt or vesting of an award) until the required ownership multiple is met.

If the required ownership multiple is not met by the five-year phase-in period, the individual will be prohibited from selling any shares until the required ownership multiple is met and maintained.

Compliance with the stock ownership guidelines is measured on the last day of each calendar year. As of December 31, 2022, all of our directors and executive officers were either in compliance with the stock ownership requirements or have additional time to meet the applicable stock ownership requirements within the five-year period to achieve compliance.

2023 Executive Compensation Program for Named Executive Officers

The discussion below describes certain compensation actions recently taken by the CHCC with respect to our 2023 compensation program applicable to our NEOs. Consistent with Item 402 of Regulation S-K, our 2023 compensation program will be discussed more fully in our proxy statement for the 2024 Annual Meeting of Stockholders.

Base Salary. In December 2022, the CHCC increased the base salaries of our NEOs (other than Dr. Lanchbury) by an average of 5.0%. Mr. Diaz's base salary increased 4.0% to $1,092,000, Mr. Riggsbee's base salary increased 3.0% to $564,440, Ms. Lambert's base salary increased 3.0% to $515,000, Mr. Verratti's base salary increased 5.0% to $498,750, and Dr. Haas' base salary increased 12.5% to $450,000. The base salary increases were effective as of January 1, 2023 for each NEO.

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2023 Short-Term Incentive Program. In January 2023, the CHCC adopted the same quantitative performance metrics for the 2023 short-term incentive program as those used in the 2022 short-term incentive program. In addition, the CHCC determined that the relative weighting of the quantitative metrics and MBOs should generally remain the same as those used in the 2022 short-term incentive program, with the weighting of the quantitative metrics of 60-80% and the weighting of the MBOs of 20-40%.

2023 Long-Term Incentive Program. In March 2023, the CHCC granted long-term incentive awards to each of our NEOs. One-half of the awards were RSUs that vest in three equal annual installments beginning on the first anniversary of the grant date, and the other half of the awards were PSUs. The PSUs will vest based on revenue growth targets (34% weighting), adjusted earnings per share targets (33% weighting) and relative total stockholder return (33% weighting) measured against the IXHC using the 20-trading day averages at the beginning and end of the measurement period. The measurement period for the relative total stockholder return metric is January 1, 2023 to December 31, 2025, and the revenue and adjusted earnings per share metrics will be measured based on fiscal year 2025 results. Threshold performance must be achieved before any payout occurs, and maximum payout is capped at 150% of the target number of PSUs granted. However, with respect to the relative total stockholder return metric, if the Company's absolute total stockholder return over the performance period is negative, the vesting level may not exceed the target level (i.e., 100% of the target number of PSUs granted).

Compensation and Human Capital Committee Report

The Compensation and Human Capital Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears elsewhere in this proxy statement, with our management. Based on this review and discussion, the Compensation and Human Capital Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.


MEMBERS OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE:

Heiner Dreismann, Ph.D., Chair
Lee N. Newcomer, M.D.
S. Louise Phanstiel
Daniel M. Skovronsky, M.D., Ph.D.

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Summary Compensation Table

The following table shows the total compensation paid or accrued during the 2022 and 2021 fiscal years, the 2020 transition period ended December 31, 2020, and the previous 2020 fiscal year that ended June 30, 2020, as indicated, to: (1) each person who served as our Chief Executive Officer or our Chief Financial Officer during the year ended December 31, 2022, (2) our three next most highly-compensated executive officers during the year ended December 31, 2022, who were serving as executive officers as of December 31, 2022, and (3) a former executive officer of the Company who was one of our three next most highly-compensated executive officers during the year ended December 31, 2022, but was not serving as an executive officer as of December 31, 2022.

Name and Principal Position
Fiscal
Year
Salary
($)
Bonus ($)(1)Stock
Awards
($) (2)
Option Awards ($) (3)Non-Equity
Incentive Plan
Compensation
($) (4) (5)
All Other
Compensation
($) (6)
Total ($)
Paul J. Diaz
     President and Chief Executive Officer
2022$1,043,750$9,513,661$766,500$67,277$11,391,188
2021$1,000,000$500,000$9,869,920$1,279,000$138,749$12,787,669
2020 Transition Period$382,663$500,000$8,394,628$5,500,006$682,000$41,524$15,500,821
R. Bryan Riggsbee
     Chief Financial Officer and Treasurer
2022$544,877$2,025,632$274,548$25,722$2,870,779
2021$526,451$2,022,772$394,207$13,831$2,957,261
2020 Transition Period$265,454$1,264,541$281,174$5,237$1,816,406
2020$552,796$3,461,500$180,209$8,836$4,203,341
Jerry S. Lanchbury, Ph.D. Former Chief Scientific Officer (7)
2022$49,316$3,221,602$859,745$4,130,663
2021$544,820$1,194,063$294,202$13,816$2,046,901
2020 Transition Period$256,618$1,102,569$176,253$5,827$1,541,267
2020$493,496$1,197,200$131,599$6,943$1,829,238
Nicole Lambert
     Chief Operating Officer
2022$498,933$1,849,751$213,000$34,979$2,596,663
2021$475,250$2,086,457$336,192$13,785$2,911,684
2020 Transition Period$217,726$1,243,641$194,472$5,542$1,661,381
2020$386,859$1,197,200$99,934$20,713$1,704,706
Mark S. Verratti
     Chief Commercial Officer
2022$464,423$1,296,869$313,267$17,157$2,091,716
2021$434,489$1,292,885$275,032$13,769$2,016,175
2020 Transition Period$204,651$879,288$143,273$8,123$1,235,335
Kevin R. Haas, Ph.D. Chief Technology Officer2022$396,656$1,057,069$163,000$20,704$1,637,429

(1)During fiscal year 2021, Mr. Diaz received the remaining portion of his sign-on bonus, or $500,000, on August 13, 2021.

(2)Amounts shown reflect the aggregate grant date fair value of restricted stock unit awards granted in the 2022 fiscal year, the 2021 fiscal year, the 2020 transition period, and the 2020 fiscal year, in each case calculated in accordance with FASB ASC Topic 718. All stock awards, other than PSUs with market conditions, are based on the closing price of our common stock on the Nasdaq Global Select Market on the grant date of the award. The PSUs with market conditions are based on a Monte Carlo valuation. For the 2022 and 2021 fiscal years, amounts reflect the potential value of the restricted stock unit awards assuming the target level of performance associated with the award. For the 2022 fiscal year, the potential value of the restricted stock unit awards assuming maximum level of performance is as follows: Mr. Diaz: $12,020,484, Mr. Riggsbee: $2,559,374, Ms. Lambert: $2,337,149, Mr. Verratti: $1,575,405 and Dr. Haas: $1,335,605. For the 2021 fiscal year, the potential value of the restricted stock unit awards assuming maximum level of performance is as follows: Mr. Diaz: $12,554,876, Mr. Riggsbee: $2,573,028, Dr. Lanchbury: $1,518,883, Ms. Lambert: $2,320,383, and Mr. Verratti: $1,212,223. For the 2020 transition period and the 2020 fiscal year, amounts reflect the maximum potential value of each award assuming the highest level of performance associated with the award.

(3)Amount shown reflects the aggregate grant date fair value of the stock options granted calculated in accordance with FASB ASC Topic 718 and, in the case of time-based non-qualified stock options granted on August 13, 2020, are based on a value per option of $8.04, and in the case of performance-based non-qualified stock options granted on August 13, 2020, are based on a weighted value per option of $8.11.

(4)For fiscal year 2020, the 2020 transition period, and fiscal years 2021 and 2022, the amounts reported in this column reflect the actual cash incentive awards paid. No payment was made under the long-term, three-year cash incentive bonus awards that concluded in fiscal years 2020, 2021 and 2022 as our performance goals for those awards were not achieved. There were no long-term three-year cash incentive awards that concluded in the 2020 transition period.

(5)For fiscal year 2020, the non-equity incentive plan compensation to Mr. Riggsbee, Dr. Lanchbury, and Ms. Lambert was paid out as a restricted stock unit grant with two-year vesting in order to preserve cash given the impact of the global COVID-19 pandemic on our business.

(6)During fiscal year 2022, Mr. Diaz received a housing allowance of $33,600 and paid commuting expenses of $14,842. During fiscal year 2022, Ms. Lambert received paid commuting expenses of $11,217. Dr. Lanchbury received severance benefits during fiscal year 2022 consisting of $827,678.60 in lump-sum severance payments, $5,500 in consulting fees and COBRA premium payments of $24,201. Amounts shown for fiscal year 2022 for each NEO include short-term and long-term disability insurance premium payments, life insurance premium payments, tax "gross-up" payments and certain expenses associated with attendance by our NEOs (other than Dr. Lanchbury) at our annual President's Club event to recognize our highest performing sales employees, and matching contributions made under our 401(k) plan on behalf of each NEO. Each of our NEOs (other than Dr. Haas and Dr. Lanchbury) received $12,200 in matching contributions under our 401(k) plan during fiscal year 2022. Dr. Haas received $9,963 in matching contributions under our 401(k) plan during fiscal year 2022 and Dr. Lanchbury received $1,976 in matching contributions under our 401(k) plan during fiscal year 2022.

(7)Dr. Lanchbury resigned from his role as Chief Scientific Officer on January 14, 2022. Thereafter, he served as a consultant to the Company and received a weekly consulting fee of $500 for approximately 11 weeks.
50




2022 Fiscal Year Grants of Plan-Based Awards

The following tables show information regarding grants of non-equity and equity awards that we made during the year ended December 31, 2022 to each of the executive officers named in the Summary Compensation Table.

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
Estimated Future
Payouts Under Equity
Incentive Plan
Awards (2)
All Other
Stock Awards:
Number of Shares of Stock or
Units
(# of units)
All Other
Option Awards:
Number of Securities
Underlying Options
(# of shares)
Exercise
or Base Price of
Option
Awards ($/share)
Grant Date
Fair Value
of Stock
and Option
Awards
($) (6)
NameGrant TypeGrant DateThreshold ($)Target
($)
Maximum ($)Threshold
(# of shares)
Target
(# of shares)
Maximum (# of shares)
Paul J. DiazShort-term Cash Incentive Bonus525,0001,050,0001,575,000
Time-Based RSUs3/22/2022
173,144 (3)
$4,500,013
PSUs3/22/202286,572173,143259,715$5,013,648
R. Bryan Short-term Cash Incentive Bonus164,400328,800493,200
RiggsbeeTime-Based RSUs3/22/2022
36,866 (3)
$958,147
PSUs3/22/202218,43336,86555,298$1,067,485
Jerry S. Lanchbury, Ph.D.
Accelerated RSUs and PSUs (4)
2/7/2022121,594$3,221,602
Nicole Short-term Cash Incentive Bonus150,000300,000450,000
LambertTime-Based RSUs3/22/2022
33,665 (3)
$874,953
PSUs3/22/202216,83233,66450,496$974,797
Mark S. Short-term Cash Incentive Bonus112,000224,000336,000
VerrattiTime-Based RSUs3/22/2022
19,238 (3)
$499,996
PSUs3/22/20229,61919,23828,857$557,073
Time-Based RSUs4/14/2022
10,000 (5)
$239,800
Kevin R. Haas, Ph.D.Short-term Cash Incentive Bonus100,000200,000300,000
Time-Based RSUs3/22/2022
19,238 (3)
$499,996
PSUs3/22/20229,61919,23828,857$557,073

(1)The amounts represent the threshold, target, and maximum estimated payouts for awards granted under our 2022 fiscal year short-term cash incentive program. The actual value of the bonuses paid to our NEOs for the 2022 fiscal year can be found above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For additional information regarding the 2022 fiscal year short-term cash incentive program, please see the section above entitled “2022 Fiscal Year Named Executive Officer Compensation—Short-Term Incentive Awards”.

(2)The amounts represent the threshold, target and maximum number of our shares that may be awarded with respect to the PSUs awarded to our NEOs on March 22, 2022. The measurement period for these PSUs is January 1, 2022 through December 31, 2024, and performance is based on revenue and adjusted earnings per share targets and relative total stockholder return measured against the IXHC using the 20-trading day averages at the beginning and end of the measurement period. To the extent that the PSUs are determined to have been earned based on the performance metrics,the PSUs will vest on March 22, 2025.

(3)The amounts represent the number of time-based RSUs granted to our NEOs on March 22, 2022. The RSUs awarded to Mr. Diaz, Mr. Riggsbee, Ms. Lambert, Mr. Verratti and Dr. Haas vest 25% on March 22, 2023, 25% on March 22, 2024, 25% on March 22, 2025, and 25% on March 22, 2026.

(4)On February 7, 2022, the Company entered into the Separation Agreement with Dr. Lanchbury, pursuant to which the vesting of all outstanding RSUs and PSUs previously granted to Dr. Lanchbury that were scheduled to vest on or before March 31, 2024 were accelerated in accordance with the terms of the Separation Agreement.

(5)Represents time-based RSUs granted to Mr. Verratti on April 14, 2022, which RSUs vest 25% on April 14, 2023, 25% on April 14, 2024, 25% on April 14, 2025, and 25% on April 14, 2026.

(6)The amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718 and, (a) in the case of RSUs granted on March 22, 2022, are based on the closing price of our common stock on the Nasdaq Global Select Market on March 22, 2022 of $25.99, (b) in the case of PSUs that vest based on performance and market conditions that were granted on March 22, 2022, are based on a weighted value per award of $28.96 (67% of the units have a performance condition which are valued based on the closing price of our common stock on the Nasdaq Global Select Market on March 22, 2022 of $25.99 and the other 33% of the units have a market condition and are valued using a Monte Carlo valuation model which resulted in a value of $34.98), (c) in the case of Dr. Lanchbury's accelerated RSUs and PSUs, are based on a weighted average modified fair value of $26.49, (d) in the case of RSUs granted on April 14, 2022 to Mr. Verratti, are based on the closing price of our common stock on the Nasdaq Global Select Market on April 14, 2022 of $23.98.

51



Narrative Disclosure to Summary Compensation Table and 2022 Fiscal Year Grants of Plan-Based Awards Table

We have entered into standard form employment agreements with each of our NEOs other than Mr. Diaz, whose employment agreement is discussed below. Pursuant to these standard form employment agreements, which have no defined term, either party may terminate employment without cause at any time upon a specified period of written notice to the other party or immediately with cause upon written notice to the other party. Each employment agreement also provides that the employee will not disclose confidential information of ours during and after employment and includes standard non-competition and non-solicitation provisions. Since the dates we entered into each of these employment agreements with our NEOs, the compensation paid to each NEO has been increased and equity awards have been granted, the most recent of which are discussed below.

We have also entered into a Severance and Change in Control Agreement with each NEO other than Mr. Diaz. These agreements, which are discussed below under “Potential Payments Upon Termination or Change in Control” later in this proxy statement, provide certain benefits to each NEO, other than Mr. Diaz, upon a change-in-control transaction and/or termination of employment with us. Mr. Diaz's employment agreement, which is discussed below, provides for similar benefits upon a change-in-control transaction and/or termination of employment with us.

Mr. Diaz was appointed to the position of President and Chief Executive Officer on August 13, 2020, and entered into an employment agreement with us at that time. As determined by our CHCC, he received a salary of $1,043,750 for the 2022 fiscal year. His incentive bonus for the 2022 fiscal year was $766,500. On March 2, 2022, Mr. Diaz was granted 173,143 PSUs, which are subject to the achievement of revenue, adjusted earnings per share and relative total stockholder return targets over a three-year measurement period, and 173,144 RSUs, which are subject to time-based vesting requirements (25% vesting each year over a four-year period).

Mr. Riggsbee was appointed to the position of Chief Financial Officer and Treasurer in October 2014, and entered into the Company’s standard form of employment agreement at that time. He was appointed interim President and Chief Executive Officer on February 6, 2020, following the resignation of former Chief Executive Officer, Mark C. Capone, and served in that additional position until August 13, 2020, when Mr. Diaz joined us. As determined by our CHCC, Mr. Riggsbee received a salary of $544,877 for the 2022 fiscal year. His incentive bonus for the 2022 fiscal year was $274,548. On March 22, 2022, Mr. Riggsbee was granted 36,865 PSUs, which are subject to the achievement of revenue, adjusted earnings per share and relative total stockholder return targets over a three-year measurement period, and 36,866 RSUs, which are subject to time-based vesting requirements (25% vesting each year over a four-year period).

Dr. Lanchbury was appointed to the position of Senior Vice President, Research in November 2002 and entered into the Company’s standard form of employment agreement at that time. In September 2005, he was promoted to Executive Vice President, Research. In February 2010, Dr. Lanchbury was appointed Chief Scientific Officer. On January 14, 2022, Dr. Lanchbury retired from his position as Chief Scientific Officer. Effective as of the same date, Dr. Lanchbury transitioned to providing consulting and advisory services to us until March 31, 2022 (the "Consulting Period"). On February 7, 2022, we entered into the Separation Agreement with Dr. Lanchbury. Pursuant to the terms of the Separation Agreement, in consideration for, among other things, his compliance with certain restrictive covenants, including customary non-compete and non-solicitation covenants, a typical release of claims, and his distinguished 19 years of service with us, Dr. Lanchbury received a lump-sum severance payment of $782,276.93 and a weekly consulting fee of $500.00. He received an additional severance payment of $45,401.67 when he did not revoke the Separation Agreement during the required seven-day revocation period. In addition, the vesting of all outstanding RSUs and PSUs previously granted to Dr. Lanchbury that were scheduled to vest on or before January 14, 2024, and any other restricted stock units previously granted to Dr. Lanchbury that were scheduled to vest on or before March 31, 2024, were accelerated in accordance with the terms of the Separation Agreement. A total of 121,594 restricted stock units, with a total fair value of $3,221,602 based on a weighted average modified fair value of $26.49, were accelerated pursuant to the terms of the Separation Agreement.

Ms. Lambert was appointed to serve as our Chief Operating Officer, effective January 1, 2022. She previously served as Group President of Myriad Women’s Health, Oncology, and International and President of Myriad Oncology. As determined by our CHCC, she received a salary of $498,933 for the 2022 fiscal year. Her incentive bonus for the 2022 fiscal year was $213,000. On March 22, 2022, Ms. Lambert was granted 33,664 PSUs, which are subject to the achievement of revenue, adjusted earnings per share and relative total stockholder return targets over a three-year measurement period, and 33,665 RSUs, which are subject to time-based vesting requirements (25% vesting each year over a four-year period).

Mr. Verratti was appointed to the position of President of Myriad Neuroscience on August 1, 2017, and entered into the Company's standard form of employment agreement at that time. Mr. Verratti was also appointed to the position of President of Myriad Autoimmune on May 1, 2020, a position he held until we sold our Autoimmune business on September 13, 2021. Prior to his appointment as Chief Commercial Officer on April 14, 2022, Mr. Verratti also served as President, Mental Health following the sale of the Autoimmune business. In connection with his appointment as Chief Commercial Officer, Mr. Verratti's base salary was increased to $475,000, his target cash bonus opportunity for fiscal year 2023 was increased to 60% of his base salary, and he was granted a special one-time award of 10,000 RSUs, which are subject to time-based vesting requirements (25% vesting each year over a four-year period). As determined by our CHCC, he received a salary of $464,423 for the 2022 fiscal year. His incentive bonus for the 2022 fiscal year was $313,267. On March 22, 2022, Mr. Verratti was granted 19,238 PSUs, which are subject to the achievement of revenue, adjusted earnings per share and relative total stockholder return targets over a three-year measurement period, and 19,238 RSUs, which are subject to time-based vesting requirements (25% vesting each year over a four-year period).

52



Dr. Haas joined the predecessor to Myriad Women's Health in May 2013 and served in various roles, including as Senior Director, Bioinformatics, Director Engineering, and Software Engineer, from May 2013 until December 2018. In January 2019, he was appointed Vice President, Bioinformatics and served in that role until September 2019, when he was appointed Senior Vice President, Engineering, a position he held until February 2020, when he was appointed Senior Vice President, Technology. Dr. Haas was appointed to the position of Chief Technology Officer in February 2021. As determined by our CHCC, he received a salary of $396,656 for the 2022 fiscal year. His incentive bonus for the 2022 fiscal year was $163,000. On March 22, 2022, Dr. Haas was granted 19,238 PSUs, which are subject to the achievement of revenue, adjusted earnings per share and relative total stockholder return targets over a three-year measurement period, and 19,238 RSUs, which are subject to time-based vesting requirements (25% vesting each year over a four-year period).

Three-Year Cash Incentive Program

In September 2020, the CHCC discontinued the three-year cash incentive award program. The required performance goals were not achieved, and no payment was made under the last awards granted under this program in September 2019, which were potentially payable in September 2022. The three-year cash incentive award program is discussed above under the heading "2022 Fiscal Year Named Executive Officer Compensation--Other Compensation--Three-Year Cash Incentive Bonus."

Outstanding Equity Awards at 2022 Fiscal Year End

The following table shows the grants of stock options, RSUs and PSUs outstanding as of December 31, 2022, to each of our NEOs (other than Dr. Lanchbury, who has no outstanding stock options, RSUs or PSUs as of December 31, 2022).

Option AwardsStock Awards
Name
Date of
Grant
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares
or Units of
Stock that
Have not
Vested
(#)(3)
Market
Value of
Shares
or Units of
Stock that
Have not
Vested
($)(4)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
that Have
not Vested
(#)(5)
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or Other Rights
that Have
not Vested
($)(4)
Paul J. Diaz08/13/2020
171,020 (1)
171,020 (1)
$13.3808/13/2027
08/13/2020
203,452 (2)
135,636 (2)
$13.3808/13/2027
08/13/202099,652$1,445,951
10/08/2020222,718$3,231,638
03/24/2021119,936$1,740,271
03/24/2021175,701$2,549,422
03/22/2022173,144$2,512,319
03/22/2022173,143$2,512,305
R. Bryan Riggsbee09/25/201910,250$148,728
02/18/202050,000$725,500
10/08/202022,476$326,127
10/08/202033,488$485,911
03/24/202124,580$356,656
03/24/202136,006$522,447
03/22/202236,866$534,926
03/22/202236,865$534,911
Nicole Lambert09/25/201910,000$145,100
10/08/202022,105$320,744
10/08/202032,934$477,872
03/24/202122,167$321,643
03/24/202132,470$471,140
12/08/202110,000$145,100
03/22/202233,665$488,479
03/22/202233,664$488,465
Mark Verratti09/25/20198,200$118,982
10/08/202015,628$226,762
10/08/202023,284$337,851
03/24/202111,580$168,026
03/24/202116,962$246,119
09/21/20217,500$108,825
03/22/202219,238$279,143
03/22/202219,238279,143
04/14/202210,000$145,100
53



Option AwardsStock Awards
Name
Date of
Grant