UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2023
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 16, 2023, the Board of Directors (the "Board") of Myriad Genetics, Inc. (the "Company" or "Myriad") appointed Samraat S. Raha ("Mr. Raha") as the Company's Chief Operating Officer, effective as of December 11, 2023. Mr. Raha's appointment as Chief Operating Officer was announced by the Company via press release on November 1, 2023.
Mr. Raha, 51, served as Senior Vice President and President, Diagnostics and Genomics Group, of Agilent Technologies, Inc. ("Agilent") since April 2018. From May 2017 to April 2018, Mr. Raha served as Agilent's Senior Vice President, Strategy and Corporate Development. From July 2013 to January 2017, he served as Vice President, Global Marketing for Illumina, Inc., and from 2008 to 2012, he served as Vice President and General Manager, Genomics Assays / NextGen qPCR for Life Technologies, Inc. Mr. Raha graduated from the University of California, Berkeley, with a degree in molecular and cell biology and received his MBA from Santa Clara University.
There are no arrangements or understandings between Mr. Raha and any other person pursuant to which he was appointed as an officer of Myriad. Mr. Raha does not have any family relationship with any director or other executive officer of Myriad and is not party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, Myriad entered into an employment agreement with Mr. Raha, dated October 17, 2023 (the “Employment Agreement”), setting forth Mr. Raha's compensation, certain other terms, and the commencement of his employment on December 11, 2023. Pursuant to the Employment Agreement, Mr. Raha will be paid an annual base salary of $750,000. Mr. Raha will be eligible to receive an annual target cash bonus equal to 75% of his annual base salary upon achievement of goals to be established by the Compensation and Human Capital Committee of the Board (the "CHCC") or the Chief Executive Officer each fiscal year and will be eligible to participate in Myriad’s annual long-term incentive compensation program. In addition, Mr. Raha will be entitled to a sign-on bonus in the amount of $500,000, which will be paid on the first regularly scheduled payroll date in January 2024, portions of which are subject to clawback in the event of a termination for certain reasons before the first and second anniversaries of the commencement of Mr. Raha's employment. Mr. Raha will also be eligible to participate in the standard health, welfare and retirement benefit plans that are applicable to similarly situated executives of Myriad. The Employment Agreement also provides for an initial one-time grant of restricted stock units (the "Initial RSU Grant") to Mr. Raha in connection with the commencement of his employment on December 11, 2023. The Initial RSU Grant will be granted on December 11, 2023, as to a number of RSUs equal to (1) $2 million divided by the closing price of a share of Myriad common stock on the Nasdaq Stock Market on the last trading day before December 11, 2023 and (2) $2 million divided by the closing price of a share of Myriad common stock on the Nasdaq Stock Market on the last trading day before the date on which the Company makes public disclosure of Mr. Raha's being hired. The Employment Agreement also provides that Mr. Raha will be eligible in 2024 for a grant of an additional equity award of restricted stock units ("RSUs") valued between $2 million to $3 million (based on the closing price of a share of Myriad common stock on the Nasdaq Stock Market on the last trading day before the grant date) in accordance with Myriad’s annual equity grant cycle, with such award consisting of (i) 50% RSUs subject to standard time-based vesting and (ii) 50% RSUs subject to vesting upon meeting certain performance metrics and standard time-based vesting, as determined by the CHCC in its sole discretion.
Myriad and Mr. Raha also entered into the Company's standard Employee Invention Assignment, Confidentiality, and Restrictive Covenants Agreement and will enter into a Severance and Change of Control Agreement and the Company's standard Indemnification Agreement for executive officers upon the commencement of Mr. Raha's employment with Myriad.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2023.
A copy of the press release announcing Mr. Raha's appointment as Chief Operating Officer on November 1, 2023 is filed as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MYRIAD GENETICS, INC. | ||||||||
| Date: November 1, 2023 | By: | /s/ R. Bryan Riggsbee | ||||||
| R. Bryan Riggsbee | ||||||||
| Chief Financial Officer | ||||||||
Myriad Genetics Appoints Sam Raha as Chief Operating Officer SALT LAKE CITY, Nov. 1, 2023 – Myriad Genetics, Inc., (NASDAQ: MYGN), a leader in genetic testing and precision medicine, today announced the appointment of Sam Raha as Chief Operating Officer (COO), effective December 11, 2023. Raha adds more than 25 years of general management, commercial, and operations experience, deeply rooted in life sciences and molecular diagnostics, to the team at Myriad Genetics. In his role as COO, he will be responsible for driving the company’s lab operations, customer service initiatives, and product development innovations. “Sam is an accomplished leader who understands how to build teams and drive a patient-centric culture, with a proven ability to define, execute and deliver profitable growth for companies within the diagnostics space,” said Paul Diaz, President and CEO, Myriad Genetics. “He will play an integral role in shaping Myriad’s long-term growth strategy, while delivering new perspectives and expertise to advance our current business initiatives, operational excellence and profitability.” Raha previously served as the President of Agilent’s Diagnostics and Genomics Group where he was responsible for overall strategy along with business and financial results. Prior to Agilent, he was Vice President of Global Marketing at Illumina. He earned his MBA from Santa Clara University and has an undergraduate degree in molecular and cell biology from the University of California, Berkeley. About Myriad Genetics Myriad Genetics is a leading genetic testing and precision medicine company dedicated to advancing health and well-being for all. Myriad develops and offers genetic 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 healthcare costs. For more information, visit www.myriad.com. Safe Harbor Statement This press release contains “forward-looking statements” within the meaning of the Private Media Contact: Glenn Farrell (385) 318-3718 PR@myriad.com Investor Contact: Matt Scalo (801) 584-3532 IR@myriad.com
Securities Litigation Reform Act of 1995, including statements relating to Mr. Raha’s expected contributions to the company and Mr. Raha joining the company on December 11, 2023. These “forward-looking statements” are management’s expectations of future events as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially and adversely from those anticipated. Such factors include those risks described in the company’s filings with the U.S. Securities and Exchange Commission, including the company’s Annual Report on Form 10-K filed on March 1, 2023, as well as any updates to those risk factors filed from time to time in the company’s Quarterly Reports on Form 10-Q or Current Reports on Form 8- K. Myriad is not under any obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.