DEF 14A of Myriad Genetics Inc, Apr 17, 2024

DEF 14A of Myriad Genetics Inc

Filed Apr 17, 2024 · FY20230000899923-24-000022

Open on EDGAR

  1. 2023 Business Performance Highlights

    2023 Business Performance Highlights During fiscal year 2023, we continued to make progress on our strategic growth plan. Some of our fiscal year 2023 business highlights include: Financial Performance •Revenues: Our revenues increased 11% from fiscal year 2022 to $753.2 million. Our revenue growth was driven by Prenatal revenue growth of 30% year-over-year as well as Prolaris, GeneSight and Hereditary Cancer revenue growth year-over-year of 21%, 9% and 7%, respectively. •GAAP and Adjusted Operating Loss: GAAP operating loss was $(257.4) million and adjusted operating loss was $(25.5) million, an improvement of $7.3 million compared to adjusted operating loss of $(32.8) million in fiscal year 2022.(1) •GAAP and Non-GAAP Loss Per Share: GAAP loss per share was $(3.18) and non-GAAP adjusted loss per share was $(0.27) for fiscal year 2023, an improvement of $0.03 compared to non-GAAP adjusted loss per share of $(0.30) for fiscal year 2022.(1) •Operating Expenses: GAAP operating expenses were $774.4 million and non-GAAP adjusted operating expenses were $545.5 million, an increase of 6.8% year-over-year, reflecting incremental investments in sales and marketing as well as the impact of the inflationary environment.(1) •Equity Offering: Raised net proceeds of $118 million in an equity offering in November 2023. (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. Product Developments •MyRisk Hereditary Cancer Test: MyRisk Hereditary Cancer Test with RiskScore now incorporates breast density using Tyrer-Cuzick version 8 (TCv8) to provide patients and providers with a more comprehensive look at their five-year and remaining lifetime risk for breast cancer. •Prolaris Prostate Cancer Prognostic Test: Integrated Absolute Risk Reduction into the Prolaris Prostate Cancer Prognostic Test to help patients and providers make personalized treatment decisions regarding hormone therapy. •GeneSight Psychotropic Mental Health Medication Test: We enhanced the GeneSight test to personalize mental health medication treatment decisions based on smoking status. •Precise Oncology Solutions: We added Folate Receptor Alpha to our Precise Oncology Solutions portfolio. •Precise Minimal Residual Disease: We entered into (i) a collaboration with Memorial Sloan Kettering Cancer Center to study the use of minimal residual disease testing in breast cancer and (ii) a research collaboration with the University of Texas MD Anderson Cancer Center related to our minimal residual disease testing platform. Leadership •New Company leaders: We hired Sam Raha as our new Chief Operating Officer, effective December 11, 2023, Scott Leffler as our new Chief Financial Officer, effective January 29, 2024, and Shereen Solaiman as our new Chief People Officer, effective March 1, 2023. We also engaged Adam Brufsky, MD, PhD, FACP, as a Scientific Advisor to our Oncology business unit. Strategic Growth Plan •Accelerate profitable revenue growth: We continue to focus on accelerating growth profitably. In the fourth quarter of 2023, we achieved positive adjusted earnings per share. We also provided positive adjusted earnings per share guidance for fiscal year 2024. •Ongoing development and commercialization of differentiated molecular diagnostic tests: We recently acquired the Precise Tumor and Precise Liquid tests and a CLIA-certified laboratory from Intermountain Healthcare. We also have a robust pipeline of genetic testing products under development, including FirstGene, Foresight Universal Plus, and Precise MRD, that we expect will help us to continue to grow in the future. •Leverage technology and scale in our laboratory and and commercial operations to make our genetic tests more accessible and affordable. During 2023, we completed the building of our new research and innovation center in South San Francisco and our new laboratory facility in west Salt Lake City. Once fully operational, 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. We also completed electronic medical record (EMR) integrations at 1,200 clinical locations in 2023, allowing us to better serve providers and patients. For additional information about our 2023 business performance, please see the CEO Letter above and the "Executive Compensation-Compensation Discussion and Analysis-2023 Fiscal Year Performance" section starting on page 31. Corporate Governance Highlights (page 11) Myriad Genetics is committed to good corporate governance practices and policies. Our Board of Directors (the "Board") recently adopted a Clawback Policy that complies with the rules promulgated by the U.S. Securities and Exchange Commission and the Nasdaq Stock Market LLC. In addition, our stockholders voted at our 2023 Annual Meeting of Stockholders to approve amendments to our Restated Certificate of Incorporation, as amended (the "Restated Certificate of Incorporation"), to (1) limit the personal liability of certain of our senior officers as permitted by recent amendments to Delaware law and (2) add a federal forum selection clause for claims under the Securities Act of 1933, as amended. These amendments became effective upon our filing of a Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 1, 2023. Our corporate governance practices also include the following:

  2. 2023 Business Performance Highlights

    | •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 five 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 | |

  3. 2023 Business Performance Highlights

    Executive Compensation Highlights (page 29) 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 2023 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 2023, approximately 90.9% of our President and Chief Executive Officer's 2023 target compensation was comprised of at-risk pay. Similarly, approximately 81.5% of our other named executive officers' aggregate 2023 target compensation was comprised of at-risk pay. 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:

  4. 2023 Business Performance Highlights

    | 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 | | •Cap PSUs earned at target if absolute total stockholder return is negative over the performance period | •Provide single-trigger change of control vesting for equity awards for executive officers | | •Establish challenging performance metrics, including revenue and adjusted operating income targets | •Guarantee bonuses | | •Require directors and executive officers to meet robust stock ownership guidelines | •Grant in-the-money stock options | | •Provide full vesting of time-based restricted stock units under our 2023 long-term incentive plan to executive officers only after three years | •Provide excessive perquisites | | •Evaluate officer compensation levels against a peer group of similarly situated companies | •Repurchase underwater stock options | | •Retain an independent compensation consultant | | | •Prohibit hedging transactions (no waivers granted) | | | •Utilize employee engagement and customer net promoter score as performance metrics in our 2023 short-term incentive plan | | | •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 | |

  5. 2023 Business Performance Highlights

    Environmental and Social Responsibility and Governance Highlights (page 27) During 2023, we made progress in enhancing our ESG and corporate responsibility practices, demonstrating our commitment to ESG matters. We also published our second ESG report in 2023, which reports on many of these ESG and corporate responsibility practices. Some of our 2023 ESG highlights include: •Diversity: As of December 31, 2023, women made up 63.2% of our workforce, 42.3% of leadership roles (vice president and above), and 33% of our Board members, including the Board Chair. We currently have seven employee-led resource groups, four of which were added in 2023, which represent and support diverse communities in our workforce. •Environment: Led by our Green Team, we have recycled approximately 129.9 tons of plastics since our recycling program started in 2019, including 29.5 tons of plastic during fiscal year 2023. We completed the building of new laboratory facilities in Salt Lake City and South San Francisco which, once fully operational, will increase our operational capacity while allowing us to reduce the overall size of our facilities footprint. •Patient Assistance: We continue 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. •Employee Engagement: During 2023, we maintained a strong engagement score of 56 on the Medallia engagement index scale, which ranked above the 75th percentile. In addition, 86% of our employees rated us as a Great Place to Work®. We also lowered our employee turnover to 9%. Board Members and Director Nominees (page 13)

  6. 2023 Business Performance Highlights

    | Name | Principal Occupation | Director Since | Independent | Board Committees | Other Public Company Boards | | S. Louise Phanstiel * | ** | Former Senior Executive, Elevance Health, Inc. (formerly WellPoint, Inc.) | 2009 | ☑ | AFC, CHCC, NESGC | BFLY | | Paul J. Diaz | President and Chief Executive Officer of Myriad Genetics, Inc. | 2020 | | | | | Paul M. Bisaro + | Former Executive Chairman, Amneal Pharmaceuticals, Inc. and President and Chief Executive Officer, Impax Laboratories, Inc. | 2022 | ☑ | NESGC, RPIC | ZTS, MNKTQ | | Heiner Dreismann, Ph.D. | Former Senior Executive, the Roche Group | 2010 | ☑ | CHCC^, RPIC | MYNZ | | Rashmi Kumar | Senior Vice President, Chief Information Officer, Medtronic plc | 2020 | ☑ | AFC, NESGC | - | | Lee N. Newcomer, M.D. | Former Senior Vice President for Oncology and Genetics, Chief Medical Officer, UnitedHealth Group | 2019 | ☑ | CHCC, RPIC^ | CHRS | | Colleen F. Reitan | Former Executive Vice President and President of Plan Operations and Chief Operating Officer, Health Care Services Corporation | 2019 | ☑ | AFC, NESGC^ | ALNY | | Daniel M. Skovronsky, M.D., Ph.D. ** | President, Lilly Research Laboratories, Chief Scientific Officer at Eli Lilly and Company | 2020 | ☑ | CHCC, RPIC | - | | Daniel K. Spiegelman ++ | Former Executive Vice President and Chief Financial Officer at BioMarin Pharmaceuticals, Inc. | 2020 | ☑ | AFC^++ | SPRB, KYTX |

  7. 2023 Business Performance Highlights

    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 I Director up for reelection at the Annual Meeting ^ = Chair of the Committee + = Following the Annual Meeting, Mr. Bisaro will become a member of the Audit and Finance Committee and serve as the Chair of the Audit and Finance Committee. ++ = Mr. Spiegelman will not be a member of the Board of Directors or the Audit and Finance Committee following the conclusion of his term at the Annual Meeting.

  8. Board Composition and Refreshment

    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 the addition of six new independent directors over the past five years, including the appointment of Mr. Bisaro in October 2022. The Board accepted the recommendation of the NESGC and unanimously resolved to nominate S. Louise Phanstiel and Daniel M. Skovronsky, M.D., Ph.D. for election at the Annual Meeting for a term to serve until the 2027 Annual Meeting of Stockholders, and until their successors have been elected and qualified, or until his or her earlier death, resignation, retirement or removal. Mr. Spiegelman was not nominated for re-election. The Board, upon the recommendation of the NESGC, approved a reduction in the number of directors constituting the full Board from nine to eight directors, effective as of the Annual Meeting. Mr. Spiegelman will continue as a director through the date of the Annual Meeting, when his current term expires. Set forth below in the table and biographies are the names of the persons nominated as directors and the current directors of the Company, their ages as of April 11, 2024, 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.

  9. Board Composition and Refreshment

    | Name and Position | Age | Audit and Finance Committee | Compensation and Human Capital Committee | Nominating, Environmental, Social and Governance Committee | Research and Product Innovation Committee | | S. Louise Phanstiel Chair of the Board of Directors | 65 | | | | | | Paul J. Diaz President, Chief Executive Officer, Director | 62 | | | | | | Paul M. Bisaro (1) Director | 63 | | | | | | Heiner Dreismann, Ph.D. Director | 70 | | | | | | Rashmi Kumar Director | 54 | | | | | | Lee N. Newcomer Director | 72 | | | | | | Colleen F. Reitan Director | 64 | | | | | | Daniel M. Skovronsky M.D., Ph.D. Director | 50 | | | | | | Daniel K. Spiegelman Director (2) | 65 | | | | |

  10. Board Composition and Refreshment

    | | Audit and Finance Committee | | | Compensation and Human Capital Committee | | | Nominating, Environmental, Social and Governance Committee | | | Research and Product Innovation Committee | | C | Committee Chair |

  11. Board Composition and Refreshment

    (1) Following the Annual Meeting, Mr. Bisaro will become a member of the Audit and Finance Committee and serve as the Chair of the Audit and Finance Committee. (2) Mr. Spiegelman currently serves as a member, and the Chair, of the Audit and Finance Committee and will continue to serve until the expiration of his term as a member of the Board of Directors at the Annual Meeting. 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.

  12. Board Composition and Refreshment

    | S. Louise Phanstiel | | | | Experience: | | | S. Louise Phanstiel, Chair of the Board, has been a director of Myriad since September 2009 and assumed the Chair of the Board role in March 2020, and held several executive positions at Elevance Health, 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. Ms. Phanstiel also provides the Board with valuable experience from serving as a director of Myriad since September 2009, and as Chair of the Board since March 2020, during which time she has made significant contributions to Myriad, including navigating us through the COVID-19 pandemic and its impact on our business, hiring a new Chief Executive Officer (Mr. Diaz), and presiding over the refreshment of our Board which included the appointment of five new directors and the appointment of a new executive leadership team. | | Age: 65 | | | Director Since: 2009 | | | Committees: | | | | | | | | | | |

  13. Board Composition and Refreshment

    | Paul J. Diaz | | | | 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 trustees of Johns Hopkins Medicine (where he serves as chair of Johns Hopkins Health Plans). He was formerly on the board of directors of DaVita (NYSE: DVA) and 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: 62 | | | Director Since: 2020 | | | President and Chief Executive Officer | |

  14. Board Composition and Refreshment

    | Paul M. Bisaro | | | | 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. In February 2024, Mr. Bisaro was reappointed to serve as a director and the Chairman of the board of directors of Mallinckrodt, plc, a position he had previously held from June 2022 to November 2023. Mr. Bisaro is also currently 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: 63 | | | Director Since: 2022 | | | Committees: | | | | | | | |

  15. Board Composition and Refreshment

    | Heiner Dreismann, Ph.D. | | | | 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. and as a director of Talis Biomedical Corporation. 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. 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: 70 | | | Director Since: 2010 | | | Committees: | | | | | | | |

  16. Board Composition and Refreshment

    | Rashmi Kumar | | | | 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: 54 | | | Director Since: 2020 | | | Committees: | | | | | | | |

  17. Board Composition and Refreshment

    | Lee N. Newcomer, M.D. | | | | 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: 72 | | | Director Since: 2019 | | | Committees: | | | | | | | |

  18. Board Composition and Refreshment

    | Colleen F. Reitan | | | | 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: 64 | | | Director Since: 2019 | | | Committees: | | | | | | | |

  19. Board Composition and Refreshment

    | Daniel M. Skovronsky, M.D., Ph.D. | | | | Experience: | | | Daniel M. Skovronsky, M.D., Ph.D., joined the Company as a Director in July 2020. Currently, he serves as President of Lilly Research Laboratories, President of Lilly Immunology, and Chief Scientific Officer 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. As a director of Myriad, Dr. Skovronsky has made significant contributions to our research and development and product development efforts and our long-term growth strategy. | | Age: 50 | | | Director Since: 2020 | | | Committees: | | | | | | | |

  20. Board Composition and Refreshment

    | Daniel K. Spiegelman | | | | 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 Kyverna Therapeutics, Inc., a public clinical-stage biopharmaceutical 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, and Maze Therapeutics, a private biotechnology company. He previously served on the board of directors of Opthea Limited, 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 and having served as the audit committee chair of multiple public companies. In addition, he provides the Board with business, financial and investment expertise, as well as management expertise, resulting from his experience as an executive, and service as a director, of multiple pharmaceutical companies. | | Age: 65 | | | Director Since: 2020 | | | Committees: | | | | |

  21. Executive Summary

    (1) Mr. Riggsbee resigned from his position as Chief Financial Officer effective January 29, 2024. (2) Mr. Raha was appointed Chief Operating Officer effective December 11, 2023. (3) Ms. Lambert resigned from her position as Chief Operating Officer effective October 31, 2023. During fiscal year 2023 and continuing into fiscal year 2024, 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- 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 2023 fiscal year, our Compensation and Human Capital Committee ("CHCC") approved Company performance metrics and employee and customer 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; •Two non-financial quantitative metrics: employee engagement and customer net promoter score ("NPS"); and •Individual MBOs. The relative weighting of the financial performance metrics, employee engagement, customer NPS, 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 and customer NPS each represented 5% of an executive officer's total score, and individual MBOs accounted for the remaining 20-40%, as noted in the following illustration: Long-term incentives for the 2023 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:

  22. Executive Summary

    | 50% of Equity Grant | 50% of Equity Grant | | RSUs | PSUs | | •Number of RSUs granted is fixed at the grant date by the CHCC •Time-based vesting over three years (33.33% 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 of the grant date |

  23. Executive Summary

    The 2023 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). The relative total stockholder return metric is measured from January 1, 2023 to December 31, 2025 and the revenue and adjusted earnings per share metrics are measured based on fiscal year 2025 results. 2023 Fiscal Year Performance For the 2023 fiscal year, our revenues increased 11% from the year ended December 31, 2022, to $753.2 million. This increase in revenue was driven by Prenatal revenue growth of 30% year over year as well as Prolaris, GeneSight and Hereditary Cancer revenue growth year over year of 21%, 9% and 7%, respectively. GAAP operating loss was $(257.4) million, and adjusted operating loss was $(25.5) million, an improvement of $7.3 million compared to adjusted operating loss of $(32.8) million in fiscal year 2022. GAAP loss per share was ($3.18) and non-GAAP adjusted loss per share was ($0.27) for the year ended December 31, 2023. GAAP operating expenses were $774.4 million and non-GAAP adjusted operating expenses were $545.5 million, an increase of 6.8% year over year. We ended the 2023 fiscal year with approximately $140.9 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 2019. Much of the decline in revenue in fiscal year 2021 compared to fiscal year 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, partially offset by growth in our GeneSight, Prenatal, and Tumor Profiling products. Our revenues for the 2023 fiscal year increased 11% from the 2022 fiscal year, driven by growth in Prenatal, Prolaris, GeneSight and Hereditary Cancer. Going forward, we believe the Company is well positioned to maintain annual revenue growth of between 9-11% given the continued growth of our existing products and the planned introduction of new products, including ForeSight Universal Plus, Precise Liquid, FirstGene and Precise MRD. The following table shows our total revenue in millions for fiscal years 2019 through 2020, for the 2020 transition period, and fiscal years 2021, 2022, and 2023. Over the past five years, we experienced a (8.0)% annual stockholder return on our stock price versus a 17.7% return for the Nasdaq composite index ("IXIC") and a 6.0% return for the Nasdaq Health Care Index ("IXHC"). However, since the start of fiscal year 2021, when our transformation and growth plan was just beginning, we have experienced a (1.1)% annual stockholder return on our stock price versus a 5.2% return for the IXIC and a (6.5)% 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. In addition to our financial results during the 2023 fiscal year, we also achieved the following progress in our business units: Oncology •Hereditary Cancer •Revenue from our Hereditary Cancer products (MyRisk, BRACAnalysis®, BRACAnalysis CDx®) in our Oncology business for the 2023 fiscal year increased 11% compared to the 2022 fiscal year, and fourth quarter 2023 revenue increased 9% compared to the fourth quarter 2022, reflecting the execution of our strategic growth plan. •Tumor Profiling •Revenue from our Tumor Profiling products (myChoice CDx, Prolaris®, EndoPredict®) for the 2023 fiscal year increased 5% compared to the 2022 fiscal year, and fourth quarter 2023 revenue increased 1% compared to the fourth quarter 2022. •In February 2024, we acquired select assets from Intermountain Precision Genomics' laboratory business, including the Precise Tumor Test, the Precise Liquid Test, and a CLIA-certified laboratory. •Integrated Absolute Risk Reduction into the Prolaris Prostate Cancer Prognostic Test to help patients and providers make personalized treatment decisions regarding hormone therapy. •UnitedHealthcare issued a positive medical policy covering Prolaris in the biopsy setting for all risk groups. The policy took effect on January 1, 2024. •We added Folate Receptor Alpha to our Precise Oncology Solutions portfolio. Women’s Health •Hereditary Cancer •Revenue from our Hereditary Cancer products (MyRisk, BRACAnalysis, BRACAnalysis CDx) in our Women's Health business increased 4% for the 2023 fiscal year compared to the 2022 fiscal year, and fourth quarter 2023 revenue was flat compared to the fourth quarter 2022. •MyRisk Hereditary Cancer Test with RiskScore now incorporates breast density using Tyrer-Cuzick version 8 (TCv8) to provide patients and providers with a more comprehensive look at their five-year and remaining lifetime risk for breast cancer. •Launched new breast cancer risk assessment programs, utilizing MyRisk with RiskScore, with SimonMed Imaging and Onsite Women's Health. •Prenatal •Revenue from our prenatal products (Myriad Foresight® Carrier Screen, Myriad Prequel® Prenatal Screen and SneakPeek Early Gender DNA Test) for the 2023 fiscal year increased 30% compared to the 2022 fiscal year, or 15% excluding SneakPeek. Fourth quarter 2023 revenue increased 37% compared to the fourth quarter 2022, or 34% excluding SneakPeek. Mental Health •GeneSight ◦Revenue from our GeneSight psychotropic test for the 2023 fiscal year increased 9% compared to the 2022 fiscal year, and fourth quarter 2023 revenue increased 11% compared to the fourth quarter 2022. ◦We enhanced the GeneSight Test to personalize mental health medication treatment decisions based on smoking status. Additionally, during fiscal year 2023, we hired Sam Raha as our new Chief Operating Officer, effective December 11, 2023, Scott Leffler as our new Chief Financial Officer, effective January 29, 2024, and Shereen Solaiman as our new Chief People Officer, effective March 1, 2023. Please see the CEO Letter above for additional information about our business performance during the 2023 fiscal year. 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 target 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 2023, approximately 90.9% of our President and Chief Executive Officer's 2023 target compensation was comprised of at-risk pay. Similarly, approximately 81.5% of our other NEOs' aggregate 2023 target compensation was comprised of at-risk pay.

  24. Executive Summary

    | 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 | | •Cap PSUs earned at target if absolute total stockholder return is negative over the performance period | •Provide single-trigger change of control vesting for equity awards for executive officers | | •Establish challenging performance metrics, including revenue and adjusted operating income targets | •Guarantee bonuses | | •Require directors and executive officers to meet robust stock ownership guidelines | •Grant in-the-money stock options | | •Provide full vesting of RSUs under our 2023 long-term incentive plan to executive officers only after three years | •Provide excessive perquisites | | •Evaluate officer compensation levels against a peer group of similarly situated companies | •Repurchase underwater stock options | | •Retain an independent compensation consultant | | | •Prohibit hedging transactions (no waivers granted) | | | •Utilize employee engagement and customer net promoter score as performance metrics in our 2023 short-term incentive plan | | | •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 | |

  25. 2023 Fiscal Year Named Executive Officer Compensation

    2023 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 employee engagement score, customer NPS, and accomplishment of individual MBOs. •Equity: Equity incentive compensation forms an important part of our compensation strategy. 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 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. During fiscal year 2022, the CHCC retained an independent compensation consultant, Mercer, to review 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 "2022 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 2023. As a basis for the source market data for the 2022 Mercer Executive Compensation Review, Mercer used the compensation data from the group of 19 peer companies set forth in the table below (the "2023 Peer Group"), which peer group remained unchanged from our prior peer group based on input from Mercer. We believe that the compensation information obtained from the 2022 Mercer Executive Compensation Review provides us with appropriate compensation data and benchmarks for the 2023 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.

  26. 2023 Fiscal Year Named Executive Officer Compensation

    In addition, Mercer gathered competitive market data from published surveys in the biotech industry for similarly sized entities as reflected in the 2021 Mercer Benchmark - United States Survey, 2021 Mercer SIRS Executive Survey and the 2022 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 2023 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, 2023, at an annual rate of 3.0%, the average projected 2022 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 2022 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. Using this composite peer group data, the CHCC 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 2022, the CHCC increased the base salaries of our NEOs (other than Mr. Raha, who joined us on December 11, 2023) by an average of 4.9%. The base salary increases were effective as of February 1, 2023. Dr. Muzzey's base salary was increased by 12.5% to become more aligned with market data for his role and as a result of his performance as Chief Scientific Officer. Mr. Verratti's and Mr. Diaz's base salaries increased by 5.0% and 4.0%, respectively, as a result of their ongoing contributions to the execution of our strategic growth plan.

  27. 2023 Fiscal Year Named Executive Officer Compensation

    (1) Mr. Riggsbee resigned from his position as Chief Financial Officer effective January 29, 2024. (3) Ms. Lambert resigned from her position as Chief Operating Officer effective October 31, 2023. Sign-On Bonus Dr. Muzzey received a one-time cash bonus of $111,039 on November 3, 2023 for retention purposes. Mr. Raha received a sign-on bonus of $500,000 in connection with the commencement of his employment with us on December 11, 2023. Mr. Raha's sign-on bonus or a portion thereof is subject to clawback if Mr. Raha voluntarily terminates his employment with us for any reason other than death, disability, or good reason or if we terminate his employment for cause before the first and second anniversaries of the commencement of Mr. Raha's employment with us. 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 2023, 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, customer NPS, 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 2023 fiscal year is as follows: Target Bonus Opportunity In January 2023, 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 Mr. Diaz and Dr. Muzzey for the 2023 fiscal year short-term incentive award should remain unchanged from the targets established for the 2022 fiscal year and that the target bonus opportunity for Mr. Riggsbee, Ms. Lambert, and Mr. Verratti should be increased from 60% to 75%. Mr. Raha was not eligible for a bonus in 2023 because he was appointed Chief Operating Officer on December 11, 2023.

  28. 2023 Fiscal Year Named Executive Officer Compensation

    | Named Executive Officer | 2022 Fiscal Year Target Bonus Opportunity (% of Base Salary) | 2023 Fiscal Year Target Bonus Opportunity (% of Base Salary ) | | Paul J. Diaz, President and Chief Executive Officer | 100% | 100% | | R. Bryan Riggsbee, Former Chief Financial Officer and Treasurer | 60% | 75% | | Nicole Lambert, Chief Operating Officer | 60% | 75% | | Mark S. Verratti, Chief Commercial Officer | 60% | 75% | | Dale Muzzey. Chief Scientific Officer | 50% | 50% |

  29. 2023 Fiscal Year Named Executive Officer Compensation

    | Performance Metrics | Weighting * | Threshold Performance Level * | Target Performance Level * | Maximum Performance Level * | | Revenue | 40% | $712.5 million Payout %: 20% | $750.0 million Payout %: 40% | $825.0 million Payout %: 60% | | Adjusted Operating Income (Loss) | 30% | $(31.6) million Payout %: 15% | $(27.7) million Payout %: 30% | $(2.1) million Payout %: 45% | | Engagement Score and Customer NPS | 10% | 4.5% improvement Payout %: 5% | 5.0% improvement Payout %: 10% | 7.0% improvement Payout %: 15% | | Individual MBOs | 20% | 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. | | | | * The weighting of the performance metrics and potential payout percentage for threshold, target and maximum performance levels for Dr. Muzzey are as follows: (1) Revenue: 30% weighting, threshold, target and maximum potential payout is 15%, 30%, and 45%, respectively; (2) Adjusted Operating Income (Loss): 20% weighting, threshold, target and maximum payout is 10%, 20%, and 30%, respectively; (3) Engagement Score and Customer NPS: 10% weighting, threshold, target, and maximum payout 5%, 10%, and 15%, respectively; and (4) Individual MBOs, 40% weighting, the payout percentage is determined by the CHCC in its sole and absolute discretion. | | | | |

  30. 2023 Fiscal Year Named Executive Officer Compensation

    | Metric | Threshold | Target | Maximum | Actual Result | Achievement | Payout % (1) | | Revenue | $712.5 million | $750.0 million | $825.0 million | $753.2 million | 102% | 40.8% | | Adjusted Operating Income (Loss) | $(31.6) million | $(27.7) million | $(2.1) million | $(25.5) million | 104% | 31.2% | | Engagement Score and Customer NPS (YoY Improvement) | 4.5% | 5.0% | 7.0% | Not applicable (2) | 100% | 10.0% | | Total | | | | | | 82% | | (1) The payout percentage for Dr. Muzzey for revenue, adjusted operating income (loss), and engagement score and customer NPS was 30.6%, 20.8%, and 10%, respectively, for a total payout percentage of 61.4%. (2) As previously discussed, the CHCC determined that the Company had achieved the target performance level for customer NPS and that the Company should receive the target payout percentage for engagement score notwithstanding that the Company's engagement score decreased in 2023 compared to the Company's engagement score in 2022. | | | | | | |

  31. 2023 Fiscal Year Named Executive Officer Compensation

    | Named Executive Officer | Individual MBOs For FY2023 | MBO Achievements | MBO Score (%) | MBO Payout % | | Paul J. Diaz President and Chief Executive Officer | Included goals relating to improving patient and provider experience, coverage expansion, commercial transformation, laboratory of the future initiatives, organizational efficiency, and business development. | The CHCC determined that Mr. Diaz continued to successfully execute upon our growth strategy and achieved his 2023 MBOs. | 125% | 25% | | R. Bryan Riggsbee Former Chief Financial Officer | Included goals relating to operating expense, reducing no-pays, coverage expansion, business development, and engagement with investors. | The CHCC determined that Mr. Riggsbee substantially achieved his 2023 MBOs and executed upon a successful follow-on equity offering. | 100% | 20% | | Nicole Lambert Former Chief Operating Officer | Included goals relating to volume growth, reducing no-pays, reducing turn-around-time, improving customer engagement, and laboratory of the future initiatives. | The CHCC determined that Ms. Lambert substantially achieved her 2023 MBOs, including achieving certain laboratory of the future milestones. | 100% | 20% | | Mark S. Verratti Chief Commercial Officer | Included goals relating to sales and marketing, product management, and volume growth. | The CHCC determined that Mr. Verratti substantially achieved his 2023 MBOs, including Myriad obtaining double digit volume growth across all core products and business units. | 125% | 25% | | Dale Muzzey, Ph.D. Chief Scientific Officer | Included goals relating to product development, clinical studies, and the launch of certain products. | The CHCC determined that Dr. Muzzey completed his 2023 MBOs, including the launch of a research use only MRD test. | 125% | 50% |

  32. 2023 Fiscal Year Named Executive Officer Compensation

    | Named Executive Officer | Base Salary | Target Incentive Bonus (as a % of Base Salary) | Total Payout Percentage (as a %) (1) | 2023 Fiscal Year Bonus Payment ($) | | Paul J. Diaz President and Chief Executive Officer | $1,092,000 | 100% | 107.0% | $1,168,440 | | R. Bryan Riggsbee Former Chief Financial Officer | $564,440 | 75% | 102.0% | $431,797 | | Nicole Lambert Former Chief Operating Officer | $515,000 | 75% | 102.0% | $393,975 | | Mark S. Verratti Chief Commercial Officer | $498,750 | 75% | 107.0% | $400,247 | | Dale Muzzey, Ph.D. Chief Scientific Officer | $450,000 | 50% | 111.4% | $250,650 |

  33. 2023 Fiscal Year Named Executive Officer Compensation

    (1) Total payout percentage was calculated based on the sum of the revenue, adjusted operating income, engagement score/customer NPS and individual MBO payout percentages. Mr. Diaz's revenue, adjusted operating income, engagement/customer NPS, and individual MBO payout percentages were 40.8%, 31.2%, 10.0% and 25.0%, respectively. Mr. Riggsbee's revenue, adjusted operating income, engagement/customer NPS, and individual MBO payout percentages were 40.8%, 31.2%, 10% and 20%, respectively. Ms. Lambert's revenue, adjusted operating income, engagement/customer NPS, and individual MBO payout percentages were 40.8%, 31.2%, 10%, and 20%, respectively. Mr. Verratti's revenue, adjusted operating income, engagement/customer NPS, and individual MBO payout percentages were 40.8%, 31.2%, 10%, and 25%, respectively. Dr. Muzzey's revenue, adjusted operating income, engagement/customer NPS, and individual MBO payout percentages were 30.6%, 20.8%, 10%, and 50%, respectively. Long-Term Incentive Awards For fiscal year 2023, long-term incentive compensation was granted in the form of 50% restricted stock units subject to time-based vesting and 50% restricted stock units subject to vesting upon meeting certain performance metrics. 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 may 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 2023 were made in March 2023, 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. 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-third of the grants vest on an annual basis over a period of three years. The number of RSUs granted to our NEOs during the 2023 fiscal year are set forth in the chart below.

  34. 2023 Fiscal Year Named Executive Officer Compensation

    | Named Executive Officer | 2023 Fiscal Year RSUs Granted (#) (1) | 2023 Fiscal Year Grant Date Fair Value of RSUs Granted ($) (3) | | Paul J. Diaz, President and Chief Executive Officer | 197,023 | $4,596,547 | | R. Bryan Riggsbee, Former Chief Financial Officer | 43,783 | $1,021,457 | | Samraat S. Raha, Chief Operation Officer | 236,360 (2) | $4,502,658 | | Nicole Lambert, Former Chief Operating Officer | 39,405 | $919,319 | | Mark S. Verratti, President, Chief Commercial Officer | 39,405 | $919,319 | | Dale Muzzey, Ph.D. Chief Scientific Officer | 28,459 | $663,948 |

  35. 2023 Fiscal Year Named Executive Officer Compensation

    (1)The amounts represent the number of RSUs granted to our NEOs during the 2023 fiscal year. Except as otherwise noted in footnote (2) below, the RSUs awarded to Mr. Diaz, Mr. Riggsbee, Mr. Verratti and Dr. Muzzey were granted on March 15, 2023 and vest 33% on March 15, 2024, 33% on March 15, 2025 and 33% on March 15, 2026, subject to the executive officer's continued service to the Company. (2)Mr. Raha received an award of 236,360 RSUs on December 11, 2023. These RSUs vest 25% on December 11, 2024, 25% on December 11, 2025, 25% on December 11, 2026, and 25% on December 11, 2027. (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 15, 2023, are based on the closing price of our common stock on the Nasdaq Global Select Market on March 15, 2025, of $23.33, and (b) in the case of RSUs granted on December 11, 2023, are based on the closing price of our common stock on the Nasdaq Global Select Market on December 11, 2023, of $19.05. 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 2023 vest on the three-year anniversary of the grant date, or March 15, 2026. 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, 2023 to December 31, 2025, and the revenue and adjusted earnings per share metrics will be measured based on fiscal year 2025 results. We do not publicly disclose our goals during the performance periods due to the proprietary nature and competitive sensitivity of the information. We believe these goals are consistent with our philosophy of establishing aggressive but achievable targets. The number of PSUs granted during the 2023 fiscal year for our NEOs are set forth in the chart below.

  36. 2023 Fiscal Year Named Executive Officer Compensation

    | Named Executive Officer | 2023 Fiscal Year Number of PSUs Granted (1) | 2023 Fiscal Year Grant Date Fair Value of PSUs Granted ($) (2) | | Paul J. Diaz President and Chief Executive Officer | 197,023 | $5,199,904 | | R. Bryan Riggsbee Former Chief Financial Officer | 43,783 | $1,155,535 | | Samraat S. Raha, Chief Operating Officer | — | $— | | Nicole Lambert Former Chief Operating Officer | 39,404 | $1,039,963 | | Mark S. Verratti Chief Commercial Officer | 39,404 | $1,039,963 | | Dale Muzzey, Ph.D. Chief Scientific Officer | 28,459 | $751,097 |

  37. 2023 Fiscal Year Named Executive Officer Compensation

    | Feature | Guidelines | | 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. Unexercised options and unvested PSUs do not count towards the ownership requirement. | | Calculation Method | Shares 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. |

  38. Summary Compensation Table

    Summary Compensation Table The following table shows the total compensation paid or accrued during the 2023, 2022 and 2021 fiscal years, as indicated, to: (1) each person who served as our Chief Executive Officer or our Chief Financial Officer during the year ended December 31, 2023, (2) our three next most highly-compensated executive officers during the year ended December 31, 2023, who were serving as executive officers as of December 31, 2023, 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, 2023, but was not serving as an executive officer as of December 31, 2023.

  39. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Paul J. Diaz President and Chief Executive Officer | 2023 | $1,086,750 | $— | $9,796,451 | $— | $1,168,440 | $56,718 | $12,108,359 | | | 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 | | R. Bryan Riggsbee Former Chief Financial Officer (5) | 2023 | $562,324 | $— | $4,812,936 | $— | $431,797 | $29,708 | $5,836,764 | | | 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 | | Samraat S. Raha Chief Operating Officer | 2023 | $14,368 | $500,000 | $4,502,658 | $— | $— | $390 | $5,017,416 | | Nicole Lambert Former Chief Operating Officer (6) | 2023 | $448,745 | $— | $3,810,058 | $— | $393,975 | $65,630 | $4,718,409 | | | 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 | | Mark S. Verratti Chief Commercial Officer | 2023 | $495,781 | $— | $1,959,282 | $— | $400,247 | $19,779 | $2,875,089 | | | 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 | | Dale Muzzey, Ph.D. Chief Scientific Officer | 2023 | $443,750 | $111,039 | $1,415,045 | $— | $250,650 | $11,066 | $2,231,550 |

  40. Summary Compensation Table

    (1)During fiscal year 2021, Mr. Diaz received the remaining portion of his sign-on bonus, or $500,000, on August 13, 2021. Dr. Muzzey received a one-time retention bonus of $111,039 on November 3, 2023. Mr. Raha received a sign-on bonus of $500,000, which was paid in January 2024. Mr. Raha's sign-on bonus or a portion thereof is subject to clawback in the event of a termination of his employment for certain reasons before the first and second anniversaries of the commencement of Mr. Raha's employment. (2)Amounts shown reflect the aggregate grant date fair value of restricted stock unit awards granted or modified in the 2023 fiscal year, 2022 fiscal year, and the 2021 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 2023, 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 2023 fiscal year, the potential value of the restricted stock unit awards assuming maximum level of performance is as follows: Mr. Diaz: $12,396,403, Mr. Riggsbee: $5,390,703, Ms. Lambert: $4,330,040, Mr. Raha: $4,502,658, Mr. Verratti: $2,479,264 and Dr. Muzzey: $1,790,594. 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, and Mr. Verratti: $1,575,405. 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, Ms. Lambert: $2,320,383, and Mr. Verratti: $1,212,223. The stock awards for Ms. Lambert during fiscal year 2023 consist of (i) 39,405 RSUs and 39,404 PSUs with an aggregate grant date fair value of $1,959,282 (of which 13,134 RSUs and all of the PSUs, with an aggregate grant date fair value of $1,346,379, were forfeited in connection with her departure from us) and (ii) 92,337 restricted stock units, with an aggregate incremental fair value of $1,850,776 as of the modification date, that were accelerated pursuant to the terms of the Lambert Separation Agreement. The stock awards for Mr. Riggsbee during fiscal year 2023 consist of (i) 43,783 RSUs and 43,783 PSUs with an aggregate grant date fair value of $2,176,992 (of which 4,865 RSUs and all of the PSUs, with an aggregate grant date fair value of $1,269,035, were forfeited in connection with his departure from us) and (ii) 113,327 restricted stock units, with an aggregate incremental fair value of $2,635,944 as of the modification date, that were accelerated pursuant to the terms of the Riggsbee Separation Agreement. The incremental fair value as of the modification date of outstanding restricted stock units of Ms. Lambert and Mr. Riggsbee is included in the stock awards column in addition to the full grant date fair value of their respective fiscal year 2023 awards as required by SEC disclosure rules. (3)For fiscal years 2021, 2022 and 2023, the amounts reported in this column reflect the actual cash incentive awards paid. (4)During fiscal year 2023, Mr. Diaz received a housing allowance of $19,600 and paid commuting expenses of $18,115. During fiscal year 2023, Mr. Riggsbee received paid commuting expenses of $11,470. During fiscal year 2023, Ms. Lambert received paid commuting expenses of $10,298, $27,731 in consulting fees and $4,664 in COBRA premium payments. Amounts shown for fiscal year 2023 for each NEO include short-term and long-term disability insurance premium payments, life insurance premium payments, tax "gross-up" payments with respect to certain expenses associated with attendance by our NEOs (other than Mr. Raha and Dr. Muzzey) 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 Mr. Raha and Dr. Muzzey) received $13,200 in matching contributions under our 401(k) plan during fiscal year 2023. Dr. Muzzey received $8,912 in matching contributions under our 401(k) plan during fiscal year 2023. (5)Mr. Riggsbee resigned from his position as Chief Financial Officer, effective January 29, 2024. (6)Ms. Lambert resigned from her position as Chief Operating Officer, effective October 31, 2023. Thereafter, she served as a consultant to the Company until March 31, 2024 and received a weekly consulting fee of $4,952.

  41. 2023 Fiscal Year Grants of Plan-Based Awards

    2023 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, 2023 to each of the executive officers named in the Summary Compensation Table.

  42. 2023 Fiscal Year Grants of Plan-Based Awards

    | | | | 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 ($/share) | Grant Date Fair Value of Stock and Option Awards ($) (7) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | | | | | | Paul J. Diaz | Short-term Cash Incentive Bonus | | 546,000 | 1,092,000 | 1,638,000 | | | | | | | | | | Time-Based RSUs | 3/15/2023 | | | | | | | 197,023 (3) | | | $4,596,547 | | | PSUs | 3/15/2023 | | | | 98,512 | 197,023 | 295,535 | | | | $5,199,904 | | R. Bryan Riggsbee | Short-term Cash Incentive Bonus | | 211,665 | 423,330 | 634,995 | | | | | | | | | | Time-Based RSUs | 3/15/2023 | | | | | | | 43,783 (8) | | | $1,021,457 | | | PSUs | 3/15/2023 | | | | 21,892 | 43,783 (8) | 65,675 | | | | $1,155,535 | | | Accelerated RSUs and PSUs | 12/15/2023 | | | | | | | 113,327 (4) | | | $2,635,944 | | Samraat S. Raha | Time-Based RSUs | 12/11/2023 | | | | | | | 236,360 (5) | | | $4,502,658 | | Nicole Lambert | Short-term Cash Incentive Bonus | | 193,125 | 386,250 | 579,375 | | | | | | | | | | Time-Based RSUs | 3/15/2023 | | | | | | | 39,405 (8) | | | $919,319 | | | PSUs | 3/15/2023 | | | | 19,702 | 39,404 (8) | 59,106 | | | | $1,039,963 | | | Accelerated RSUs and PSUs | 10/4/2023 | | | | | | | 92,337 (6) | | | $1,850,776 | | Mark Verratti | Short-term Cash Incentive Bonus | | 187,031 | 374,063 | 561,094 | | | | | | | | | | Time-Based RSUs | 3/15/2023 | | | | | | | 39,405 (3) | | | $919,319 | | | PSUs | 3/15/2023 | | | | 19,702 | 39,404 | 59,106 | | | | $1,039,963 | | Dale Muzzey, Ph.D. | Short-term Cash Incentive Bonus | | 112,500 | 225,000 | 337,500 | | | | | | | | | | Time-Based RSUs | 3/15/2023 | | | | | | | 28,459 (3) | | | $663,948 | | | PSUs | 3/15/2023 | | | | 14,230 | 28,459 | 42,689 | | | | $751,097 |

  43. 2023 Fiscal Year Grants of Plan-Based Awards

    (1)The amounts represent the threshold, target, and maximum estimated payouts for awards granted under our 2023 fiscal year short-term cash incentive program. The actual value of the bonuses paid to our NEOs for the 2023 fiscal year can be found above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For additional information regarding the 2023 fiscal year short-term cash incentive program, please see the section above entitled “2023 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 15, 2023. 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. The revenue and adjusted earnings per share metrics will be measured based on fiscal year 2025 results and the measurement period for the relative total stockholder return metric is January 1, 2023 to December 31, 2025. To the extent that the PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 15, 2026. (3)The amounts represent the number of time-based RSUs granted to Mr. Diaz, Mr. Verratti, and Dr. Muzzey on March 15, 2023. The RSUs awarded to Mr. Diaz, Mr. Verratti and Dr. Muzzey vest 33.3% on March 15, 2024, 33.3% on March 15, 2025, and 33.3% on March 15, 2026. (4)On December 15, 2023, the Company entered into the Riggsbee Separation Agreement with Mr. Riggsbee, pursuant to which (1) all outstanding PSUs and RSUs previously granted to Mr. Riggsbee that were scheduled to vest on or prior to March 31, 2024 vested in accordance with the terms of such restricted stock units, (2) all outstanding RSUs previously granted to Mr. Riggsbee, other than the RSUs described in the foregoing clause (1), were deemed to vest in monthly installments over the applicable vesting period starting on the grant date and all such RSUs vesting monthly vested on March 31, 2024 to the extent scheduled to vest as modified on or before March 31, 2025, and (3) all outstanding PSUs with unsatisfied performance conditions previously granted to Mr. Riggsbee, other than the PSUs described in the foregoing clause (1), will remain outstanding and, if the applicable performance condition is satisfied on or before March 31, 2025, such PSUs will, to the extent so earned, vest to the extent scheduled to vest on or before March 31, 2025. (5)Represents time-based RSUs granted to Mr. Raha on December 11, 2023 as a new hire equity grant. These RSUs vest 25% on December 11, 2024, 25% on December 11, 2025, 25% on December 11, 2026, and 25% on December 11, 2027. (6)On October 4, 2023, the Company entered into the Lambert Separation Agreement with Ms. Lambert, pursuant to which (1) all outstanding PSUs and RSUs previously granted to Ms. Lambert that were scheduled to vest on or prior to March 31, 2024 vested in accordance with the terms of such restricted stock units, and (2) all outstanding RSUs and PSUs previously granted to Ms. Lambert that were scheduled to vest on or before March 31, 2025, other than the restricted stock units described in the foregoing clause (1), were accelerated as of March 31, 2024 provided that any PSUs with an unsatisfied performance condition will remain outstanding and, if the applicable performance condition is satisfied during such one-year period, then, to the extent so earned, such PSUs will vest to the extent scheduled to vest within such one-year period. (7)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 15, 2023, are based on the closing price of our common stock on the Nasdaq Global Select Market on March 15, 2023 of $23.33, (b) in the case of PSUs that vest based on performance and market conditions that were granted on March 15, 2023, are based on a weighted value per award of $26.39 (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 15, 2023 of $23.33 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 $32.61), (c) in the case of Mr. Riggsbee's accelerated RSUs and PSUs, are based on a weighted average modified fair value of $23.26, (d) in the case of RSUs granted to Mr. Raha on December 11, 2023, are based on the closing price of our common stock on the Nasdaq Global Select Market on December 11, 2023 of $19.05, and (e) in the case of Ms. Lambert's accelerated RSUs and PSUs, are based on a weighted average modified fair value of $20.04. (8)The amounts represent the number of RSUs and PSUs granted to Mr. Riggsbee and Ms. Lambert on March 15, 2023. Mr. Riggsbee was awarded 43,783 RSUs and 43,783 PSUs with an aggregate grant date fair value of $2,176,992, however, 4,865 of those RSUs and all of the PSUs, with an aggregate grant date fair value of $1,269,035, were forfeited in connection with his departure from us. Ms. Lambert was awarded 39,405 RSUs and 39,404 PSUs, with an aggregate grant date fair value of $1,959,282, however, 13,134 of those RSUs and all of the PSUs, with an aggregate grant date fair value of $1,346,379, were forfeited in connection with her departure from us.

  44. Narrative Disclosure to Summary Compensation Table and 2023 Fiscal Year Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and 2023 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 restrictive covenants. Since the dates we entered into each of these employment agreements with our NEOs, the compensation paid to each NEO may have been increased and additional equity awards may 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-of-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-of-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 $1,086,750 for the 2023 fiscal year. His incentive cash bonus for the 2023 fiscal year was $1,168,440. On March 15, 2023, Mr. Diaz was granted 197,023 PSUs, which are subject to the achievement of revenue and adjusted earnings per share targets based on fiscal year 2025 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2025, and 197,023 RSUs, which are subject to time-based vesting requirements (33.3% vesting each year over a three-year period). Mr. Riggsbee was appointed to the position of Chief Financial Officer 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 $562,324 for the 2023 fiscal year. His incentive bonus for the 2023 fiscal year was $431,797. On March 15, 2023, Mr. Riggsbee was granted 43,783 PSUs, which are subject to the achievement of revenue and adjusted earnings per share targets based on fiscal year 2025 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2025, and 43,783 RSUs, which were subject to time-based vesting requirements (33.3% vesting each year over a three-year period). On December 15, 2023, Mr. Riggsbee and the Company mutually reached an agreement that Mr. Riggsbee would resign from his position as Chief Financial Officer, effective January 29, 2024. In connection with Mr. Riggsbee’s departure, we and Mr. Riggsbee entered into the Riggsbee Separation Agreement, pursuant to which Mr. Riggsbee remained an employee of the Company until January 31, 2024, upon which he then transitioned to providing consulting services to the Company until March 31, 2024 (the “Separation Date” and such period, the “Riggsbee Consulting Period”). During the Riggsbee Consulting Period, Mr. Riggsbee served as a strategic advisor to us, providing a range of strategic and financial advice and consulting services, as well as supporting the transition to a new Chief Financial Officer. During the Riggsbee Consulting Period, Mr. Riggsbee received a weekly consulting fee of $2,713.65. 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, his consulting services, and his 9 years of distinguished service with us, (1) Mr. Riggsbee received continued vesting of all outstanding RSUs and PSUs previously granted to Mr. Riggsbee that were scheduled to vest during the Riggsbee Consulting Period (“Equity Awards Vesting During the Riggsbee Consulting Period”); (2) all outstanding RSUs previously granted to Mr. Riggsbee, other than Equity Awards Vesting During the Riggsbee Consulting Period, were deemed to vest in monthly installments over the applicable vesting period starting on the grant date (“RSUs Vesting Monthly”) and all such RSUs Vesting Monthly vested on the Separation Date to the extent scheduled to vest as modified on or before March 31, 2025; and (3) all outstanding restricted stock units with unsatisfied performance conditions previously granted to Mr. Riggsbee, other than Equity Awards Vesting During the Riggsbee Consulting Period, will remain outstanding and, if the applicable performance condition is satisfied on or before March 31, 2025, such PSUs will, to the extent so earned, vest to the extent scheduled to vest on or before March 31, 2025. A total of 113,327 restricted stock units, with an aggregate incremental fair value of $2,635,944 based on a weighted average modified fair value of $23.26, were accelerated pursuant to the terms of the Riggsbee Separation Agreement. Mr. Raha was appointed to the position of Chief Operating Officer on December 11, 2023, and entered into an employment agreement with the Company at that time. Pursuant to the terms of Mr. Raha's employment agreement, Mr. Raha's annual base salary during fiscal year 2023 was $750,000 and he is 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 CHCC. Mr. Raha received a sign-on bonus in the amount of $500,000, which was paid 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 also received an initial one-time grant of 236,360 time-based restricted stock units, which vest in four equal installments on each of the first four anniversaries of Mr. Raha's start date subject to his continued employment us, in connection with the commencement of his employment on December 11, 2023. Mr. Raha's employment agreement also provides that Mr. Raha will be eligible in 2024 for a grant of an additional equity award of restricted stock units valued between $2 million to $3 million in accordance with Myriad’s annual equity grant cycle, with such award consisting of (i) 50% RSUs and (ii) 50% PSUs, as determined by the CHCC in its sole discretion. 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 $448,745 for the 2023 fiscal year. Her incentive bonus for the 2023 fiscal year was $393,975. On March 15, 2023, Ms. Lambert was granted 39,404 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 ending December 31, 2025, and 39,405 RSUs, which were subject to time-based vesting requirements (33.3% vesting each year over a three-year period).

  45. Narrative Disclosure to Summary Compensation Table and 2023 Fiscal Year Grants of Plan-Based Awards Table

    On October 4, 2023, Ms. Lambert and the Company mutually reached an agreement that Ms. Lambert would resign from her position as Chief Operating Officer, effective October 31, 2023. In connection with Ms. Lambert’s departure, the Company and Ms. Lambert entered into the Lambert Separation Agreement, pursuant to which Ms. Lambert transitioned to providing consulting and advisory services to the Company until March 31, 2024 (such period, the “Lambert Consulting Period”). During the Lambert Consulting Period, Ms. Lambert provided strategic and operational advice and consulting services to us, including with respect to our international business, as well as supported the transition to a new Chief Operating Officer. During the Lambert Consulting Period, Ms. Lambert received a weekly consulting fee of $4,951.92. In consideration for, among other things, her compliance with certain restrictive covenants, including customary non-compete and non-solicitation covenants, a typical release of claims, her consulting services, and her 22 years of distinguished service with us, (1) Ms. Lambert received continued vesting of all outstanding RSUs and PSUs previously granted to Ms. Lambert that were scheduled to vest during the Lambert Consulting Period (“Equity Awards Vesting During the Lambert Consulting Period”) and (2) all outstanding RSUs and PSUs previously granted to Ms. Lambert that were scheduled to vest on or before March 31, 2025, other than Equity Awards Vesting During the Lambert Consulting Period, were accelerated as of the Separation Date provided that any PSUs with an unsatisfied performance condition will remain outstanding and, if the applicable performance condition is satisfied during such one-year period, then, to the extent so earned, such PSUs will vest to the extent scheduled to vest within such one-year period. A total of 92,337 restricted stock units, with an aggregate incremental fair value of $1,850,776 based on a weighted average modified fair value of $20.04, were accelerated pursuant to the terms of the Lambert Separation Agreement. 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 Company's Autoimmune business. Mr. Verratti received a salary of $495,781 for the 2023 fiscal year. His incentive bonus for the 2023 fiscal year was $400,247. On March 15, 2023, Mr. Verratti was granted 39,404 PSUs, which are subject to the achievement of revenue and adjusted earnings per share targets based on fiscal year 2025 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2025, and 39,405 RSUs, which are subject to time-based vesting requirements (33.3% vesting each year over a three-year period). Dr. Muzzey joined the predecessor to Myriad Women's Health in 2014 and served in various roles, including as Senior Director, Scientific Affairs. He was appointed Senior Director of Clinical Development in August 2018 and served in that role until September 2019, when he was appointed Vice President of Bioinformatics, a position he held until December 2021. In January 2022, he was appointed Senior Vice President, R&D and Interim Chief Scientific Officer. On April 14, 2022, he was promoted to Chief Scientific Officer. As determined by our CHCC, he received a salary of $443,750 for the 2023 fiscal year. His incentive bonus for the 2023 fiscal year was $250,650. On November 3, 2023, Dr. Muzzey received a one-time cash retention bonus in the amount of $111,039. On March 15, 2023, Dr. Muzzey was granted 28,459 PSUs, which are subject to the achievement of revenue and adjusted earnings per share targets based on fiscal year 2025 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2025, and 28,459 RSUs, which are subject to time-based vesting requirements (33.3% vesting each year over a three-year period).

  46. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table shows the grants of stock options, RSUs and PSUs outstanding as of December 31, 2023, to each of our NEOs.

  47. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | | Stock 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. Diaz | 08/13/2020 | 256,530 (1) | 85,510 (1) | $13.38 | 08/13/2027 | | | | | | | 08/13/2020 | 203,452 (2) | 135,636 (2) | $13.38 | 08/13/2027 | | | | | | | 08/13/2020 | | | | | 49,826 | $953,670 | | | | | 10/08/2020 | | | | | 111,359 | $2,131,411 | | | | | 03/24/2021 | | | | | 79,957 | $1,530,377 | | | | | 03/24/2021 | | | | | 117,134 | $2,241,945 | | | | | 03/22/2022 | | | | | 129,858 | $2,485,482 | | | | | 03/22/2022 | | | | | | | 173,143 | $3,313,957 | | | 03/15/2023 | | | | | 197,023 | $3,771,020 | | | | | 03/15/2023 | | | | | | | 197,023 | $3,771,020 | | R. Bryan Riggsbee | 02/18/2020 | | | | | 25,000 | $478,500 | | | | | 10/08/2020 | | | | | 11,238 | $215,095 | | | | | 10/08/2020 | | | | | 16,744 | $320,480 | | | | | 03/24/2021 | | | | | 16,386 | $313,628 | | | | | 03/24/2021 | | | | | 24,003 | $459,417 | | | | | 03/22/2022 | | | | | 25,345 | $485,103 | | | | | 03/22/2022 | | | | | | | 36,865 | $705,596 | | | 03/15/2023 | | | | | 43,783 | $838,007 | | | | | 03/15/2023 | | | | | | | 43,783 | $838,007 | | Samraat S. Raha | 12/11/2023 | | | | | 236,360 | $4,523,930 | | | | Nicole Lambert | 10/08/2020 | | | | | 11,052 | $211,535 | | | | | 10/08/2020 | | | | | 16,467 | $315,178 | | | | | 03/24/2021 | | | | | 14,778 | $282,851 | | | | | 03/24/2021 | | | | | 21,646 | $414,304 | | | | | 12/08/2021 | | | | | 5,000 | $95,700 | | | | | 03/22/2022 | | | | | 16,832 | $322,164 | | | | | 03/22/2022 | | | | | | | 33,664 | $644,329 | | | 03/15/2023 | | | | | 39,405 | $754,212 | | | | | 03/15/2023 | | | | | | | 39,404 | $754,193 | | Mark S. Verratti | 10/08/2020 | | | | | 7,814 | $149,560 | | | | | 10/08/2020 | | | | | 11,642 | $222,828 | | | | | 03/24/2021 | | | | | 7,720 | $147,761 | | | | | 03/24/2021 | | | | | 11,308 | $216,435 | | | | | 09/21/2021 | | | | | 5,000 | $95,700 | | | | | 03/22/2022 | | | | | 14,428 | $276,152 | | | | | 03/22/2022 | | | | | | | 19,238 | $368,215 | | | 04/14/2022 | | | | | 7,500 | $143,550 | | | | | 03/15/2023 | | | | | 39,405 | $754,212 | | | | | 03/15/2023 | | | | | | | 39,404 | $754,193 | | Dale Muzzey, Ph.D. | 10/08/2020 | | | | | 897 | $17,169 | | | | | 03/24/2021 | | | | | 2,167 | $41,476 | | | | | 03/24/2021 | | | | | 3,174 | $60,750 | | | | | 12/08/2021 | | | | | 2,250 | $43,065 | | | | | 03/22/2022 | | | | | 12,012 | $229,910 | | | | | 03/22/2022 | | | | | | | 16,016 | $306,546 | | | 04/14/2022 | | | | | 5,625 | $107,663 | | | | | 03/15/2023 | | | | | 28,459 | $544,705 | | | | | 03/15/2023 | | | | | | | 28,459 | $544,705 |

  48. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Represents time-based non-qualified stock options for the purchase of 342,040 shares of common stock, which options vest in four equal installments on each of the first four anniversaries of Mr. Diaz’s commencement date of August 13, 2020. 85,510 time-based non-qualified stock options vested on August 13, 2023, 85,510 time-based non-qualified stock options vested on August 13, 2022, and 85,510 time-based non-qualified stock options vested on August 13, 2021. (2)Represents performance-based non-qualified stock options for the purchase of 339,088 shares of common stock, which options vest in five equal installments upon the achievement of five stock price milestones, three of which have been achieved. Achievement of each applicable milestone is based on the average of the closing prices of common stock for a period of 20 consecutive trading days exceeding the applicable milestone stock price. 20% of the options vested upon the achievement of each of the following milestones: a stock price that exceeded $20.07, $26.76, and $33.45. 20% of the options will vest upon achievement of a stock price that exceeds $40.14 and the remaining 20% of the options will vest upon achievement of a stock price that exceeds $46.83. The achievement of the applicable milestone stock prices must be completed by August 13, 2027, which is also the date the options expire, unless Mr. Diaz ceases to be employed by us, in which case, the options are subject to earlier termination. (3)Restricted stock units granted vest 25% or 33.3% per year beginning no earlier than the first anniversary of the grant date on which the restricted stock units were granted. However, the restricted stock units granted to Mr. Riggsbee and Ms. Lambert will vest in accordance with the terms of the Riggsbee Separation Agreement and the Lambert Separation Agreement, respectively, as described under "Narrative Disclosure to Summary Compensation Table and 2023 Fiscal Year Grants of Plan-Based Awards". (4)The market value of restricted stock unit awards is determined by multiplying the number of shares by $19.14, the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of the 2023 fiscal year. (5)Represents PSUs granted (at target performance level) on March 22, 2022 and March 15, 2023 to certain of our NEOs. The performance metrics for the 2022 PSUs consist of revenue and adjusted earnings per share measured based on fiscal year 2024 results and relative total stockholder return for the period from January 1, 2022 to December 31, 2024. To the extent that the 2022 PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 22, 2025. The performance metrics for the 2023 PSUs consist of revenue and adjusted earnings per share measured based on fiscal year 2025 results and relative total stockholder return for the period from January 1, 2023 to December 31, 2025. To the extent that the 2023 PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 15, 2026.

  49. 2023 Fiscal Year Option Exercises and Stock Vested

    2023 Fiscal Year Option Exercises and Stock Vested The following table shows information regarding exercises of options to purchase our common stock and the vesting of restricted stock units held by our NEOs during the year ended December 31, 2023.

  50. 2023 Fiscal Year Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Paul J. Diaz | | | 303,017 | $6,212,793 | | R. Bryan Riggsbee | | | 92,646 | $1,759,642 | | Sam Raha | | | — | $— | | Nicole Lambert | | | 66,650 | $1,234,096 | | Mark S. Verratti | | | 46,980 | $856,622 | | Dale Muzzey, Ph.D. | | | 10,583 | $227,370 |

  51. 2023 Fiscal Year Option Exercises and Stock Vested

    (1)Amounts shown in this column represent the market value of restricted stock units upon vesting as determined by multiplying the number of shares (a) by $14.51, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to January 1, 2023, for shares which vested on that date, (b) by $19.42, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to February 18, 2023, for shares which vested on that date, (c) by $22.91, the closing price of our common stock on the Nasdaq Global Select Market on March 22, 2023, for shares which vested on that date, (d) by $23.72, the closing price of our common stock on the Nasdaq Global Select Market on March 24, 2023, for shares which vested on that date, (e) by $22.27, the closing price of our common stock on the Nasdaq Global Select Market on April 14, 2023, for shares which vested on that date, (f) by $17.89, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to August 13, 2023, (g) by $16.77, the closing price of our common stock on the Nasdaq Global Select Market on September 21, 2023, for shares which vested on that date, (h) by $15.99, the closing price of our common stock on the Nasdaq Global Select Market on September 26, 2023, for shares which vested on that date, (i) by $15.01, the closing price of our common stock on the Nasdaq Global Select Market on October 9, 2023, for shares which vested on that date.

  52. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Severance and Change in Control Agreements We have entered into Severance and Change in Control Agreements (the "Severance and Change in Control Agreements") with each of our executive officers other than our Chief Executive Officer, Mr. Diaz. Mr. Diaz's employment agreement provides for certain severance and change in control benefits, which are discussed below. Under the terms of the Severance and Change in Control Agreements, if the employment of an executive officer is terminated without “Cause” or if the executive officer separates from us for “Good Reason” (each is defined in the agreement and set forth below), then the executive officer will receive: •(i) an amount equal to the executive’s then-current annual base salary (or in the case of Mr. Raha, 1.5 times Mr. Raha's then-current annual base salary), the executive’s then-current target annual bonus and any compensation previously deferred; (ii) a prorated portion of the executive’s target annual bonus for the then-current fiscal year, based on the portion of the fiscal year worked prior to the separation date; (iii) immediate vesting of RSUs scheduled to vest within two years after termination; (iv) vesting of PSUs for two years following termination to the extent that the relevant performance metrics for the PSU grant are achieved; and (v) reimbursement for continued medical benefits until the earlier of 12 months (or in the case of Mr. Raha, 18 months) after the date of termination or the date the executive begins employment with another employer. If the employment of an executive officer is terminated without “Cause” or if the executive officer separates from us for ‘‘Good Reason’’, within three months before or 24 months after a “Change in Control” (as defined in the agreement and set forth below), then the executive officer will receive the same benefits described in the preceding paragraph, except that all outstanding and unvested equity grants will immediately vest in full. As defined in the Severance and Change in Control Agreements: •“Cause” means: (i) employee’s gross negligence in the performance of employee’s duties to the Company; (ii) employee’s willful misconduct, embezzlement, misappropriation, fraud, or professional dishonesty; (iii) employee’s material breach of any non-disclosure, invention assignment, non-competition, or similar agreement between employee and the Company; (iv) employee’s commission of a felony or of a crime involving moral turpitude; (v) employee’s willful and material failure to comply with lawful directives of the Board; or (vi) employee’s willful and material breach of a material provision of any employment agreement between employee and the Company or willful and material violation of a material provision of any written Company employment policy applicable to its senior executive officers; provided that (A) the Company provides employee with written notice that the Company intends to terminate employee’s employment thereunder for one of the foregoing circumstances within sixty (60) days of the Board’s knowledge of such circumstance(s) occurring (which notice shall set forth in reasonable detail the circumstance(s) that the Company alleges constitute(s) Cause), (B) in the event that a circumstance described in subsection (v) or (vi) is capable of being cured, employee has failed to cure such circumstance within a period of thirty (30) days after the date of receipt of such written notice, and (C) the Company terminates employee’s employment within sixty five (65) days from the date of the notice referred to in clause (A). Conduct shall not be considered “willful” unless done (or omitted to be done) not in good faith and without a reasonable belief that such conduct (or lack thereof) was in the best interest of the Company. •“Good Reason” means: (i) a material diminution in employee’s duties, authority or responsibilities; (ii) a material diminution in employee’s base salary, other than a reduction of similar magnitude to the base salaries of other Company senior executive officers if there is a reduction of Company senior executive officer base salaries generally, or a failure by the Company to provide the compensation and benefits provided for in the Severance and Change in Control Agreement; or (iii) a material breach by the Company of the Severance and Change in Control Agreement or any other agreement between the Company and employee; provided that (A) employee provides the Company with written notice that employee intends to terminate employee’s employment thereunder for one of the foregoing circumstances within sixty (60) days of such circumstance occurring (which notice shall set forth in reasonable detail the circumstance(s) that employee alleges constitute(s) Good Reason), (B) if such circumstance is capable of being cured, the Company has failed to cure such circumstance within a period of thirty (30) days after the date of receipt of such written notice, and (C) employee terminates employee’s employment within sixty five (65) days from the date of the notice referred to in clause (A). For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason, and failure to adhere to such conditions in the event of a specific occurrence of Good Reason shall not disqualify employee from asserting Good Reason for any subsequent occurrence of Good Reason. For purposes of the Severance and Change in Control Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to Section 409A of the Internal Revenue Code of 1986, as amended, and any successor statute, regulation and guidance thereto.

  53. Potential Payments Upon Termination or Change in Control

    •“Change in Control” means the occurrence of any of the following events: (A) Ownership: any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company, any subsidiary of the Company, or any employee benefit plan of the Company); or (B) Merger/Sale of Assets: (1) a merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such entity, as the case may be, outstanding immediately after such merger or consolidation; or (2) the sale or disposition by the Company of all or substantially all of the Company’s assets; or (C) Board Change: a change in the Board or its members such that individuals who, as of the effective date of the Severance and Change in Control Agreement or, if later, the date that is one year prior to such change (the later of such two dates referred to herein as the “Measurement Date”), constitute the Board (the “Incumbent Board”) cease to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Measurement Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (including for these purposes, any new members whose election or nomination was so approved, without counting the member and his or her predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. Mr. Diaz's Employment Agreement Under the terms of Mr. Diaz’s employment agreement, if his employment is terminated without “Cause” or if he is separated from us for “Good Reason” (each as defined in his employment agreement and set forth below), then he will receive: (i) an amount equal to two times his then-current annual base salary and two times his then-current target annual bonus; (ii) a prorated portion of his target annual bonus for the then-current fiscal year; (iii) immediate vesting of RSUs scheduled to vest within two years after termination; (iv) vesting of PSUs for two years following termination to the extent that the relevant performance metrics for the PSU grant are achieved; and (v) payment or reimbursement for continued medical benefits until the earlier of 18 months after the date of termination or the date he begins employment with another employer. If Mr. Diaz’s employment is terminated without “Cause” or if he separates from the Company for “Good Reason”, within three months before or 24 months after a “Change of Control” (as defined in his employment agreement and set forth below), then he will receive the same benefits described in the preceding paragraph, except that all outstanding and unvested equity grants will immediately vest in full. As defined in Mr. Diaz’s employment agreement: •“Cause” means: (i) executive’s gross negligence in the performance of executive’s duties to the Company; (ii) executive’s willful misconduct, embezzlement, misappropriation, fraud, or professional dishonesty; (iii) executive’s material breach of any non-disclosure, invention assignment, non-competition, or similar agreement between executive and the Company; (iv) executive’s commission of a felony or of a crime involving moral turpitude; (v) executive’s willful and material failure to comply with lawful directives of the Board; or (vi) executive’s willful and material breach of a material provision of any employment agreement between executive and the Company or willful and material violation of a material provision of any written Company employment policy applicable to its senior executive officers; provided that (A) the Company provides executive with written notice that the Company intends to terminate executive’s employment hereunder for one of the circumstances set forth above within sixty (60) days of the Board’s knowledge of such circumstance(s) occurring (which notice shall set forth in reasonable detail the circumstance(s) that the Company alleges constitute(s) Cause (as defined below)), (B) in the event that a circumstance described in (iii), (v) or (vi) above is capable of being cured, executive has failed to cure such circumstance within a period of thirty (30) days after the date of receipt of such written notice, and (C) the Company terminates executive’s employment within sixty five (65) days from the date of the notice referred to in clause (A). Conduct shall not be considered “willful” unless done (or omitted to be done) not in good faith and without a reasonable belief that such conduct (or lack thereof) was in the best interest of the Company. •“Good Reason” means: (i) a material diminution in executive’s duties, authority or responsibilities; (ii) a material diminution in executive’s base salary, other than a reduction of similar magnitude to the base salaries of other Company senior executive officers if there is a reduction of Company senior executive base salaries generally, or a failure by the Company to provide the compensation and benefits provided for in the employment agreement; (iii) any change in executive’s position such that he is no longer the Company’s Chief Executive Officer reporting solely to the Board; or (iv) a material breach by the Company of the employment agreement or any other agreement between the Company and executive; provided that (A) executive provides the Company with written notice that executive intends to terminate executive’s employment hereunder for one of the circumstances set forth above within sixty (60) days of such circumstance occurring (which notice shall set forth in reasonable detail the circumstance(s) that Executive alleges constitute(s) Good Reason), (B) if such circumstance is capable of being cured, the Company has failed to cure such circumstance within a period of thirty (30) days after the date of receipt of such written notice, and (C) executive terminates executive’s employment within sixty five (65) days from the date of the notice referred to in clause (A). For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason, and failure to adhere to such conditions in the event of a specific occurrence of Good Reason shall not disqualify executive from asserting Good Reason for any subsequent occurrence of Good Reason.

  54. Potential Payments Upon Termination or Change in Control

    •“Change of Control” means the occurrence of any of the following events: (A) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company, any subsidiary of the Company, or any employee benefit plan of the Company); or (B) 1) a merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such entity, as the case may be, outstanding immediately after such merger or consolidation; or (2) the sale or disposition by the Company of all or substantially all of the Company’s assets; or (C) a change in the Board or its members such that individuals who, as of the commencement date of Mr. Diaz's employment (including executive) or, if later, the date that is one year prior to such change (the later of such two dates referred to herein as the ”Measurement Date”), constitute the Board (the “Incumbent Board”) cease to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Measurement Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (including for these purposes, any new members whose election or nomination was so approved, without counting the member and his or her predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. The following table summarizes the potential payments to Mr. Raha, Mr. Verratti, and Dr. Muzzey under the Severance and Change in Control Agreements, and Mr. Diaz under his employment agreement, in connection with (i) a termination without Cause or a separation for Good Reason following a Change in Control or (ii) a termination without Cause or a separation for Good Reason independent of a Change in Control, in each case assuming such termination or separation occurred as of December 31, 2023. In October 2023, we entered into the Lambert Separation Agreement with Ms. Lambert, which provided for the separation benefits set forth in the "Narrative Disclosure to Summary Compensation Table and 2023 Fiscal Year Grants of Plan-Based Awards Table," which disclosure is incorporated herein by reference. In December 2023, we entered into the Riggsbee Separation Agreement with Mr. Riggsbee, which provided certain separation benefits in connection with his departure from us. Under the terms of the Riggsbee Separation Agreement, Mr. Riggsbee received a weekly consulting fee of $2,713.65, or consulting fees of $41,480.08 in the aggregate. In addition, Mr. Riggsbee is entitled under the Riggsbee Separation Agreement to receive up to 12 months of COBRA premium payments, an estimated value of $30,058.14. The Riggsbee Separation Agreement also provides for (1) the continued vesting of all outstanding RSUs and PSUs previously granted to Mr. Riggsbee that were scheduled to vest during the Riggsbee Consulting Period; (2) all outstanding RSUs previously granted to Mr. Riggsbee, other than Equity Awards Vesting During the Riggsbee Consulting Period, were deemed to vest in monthly installments over the applicable vesting period starting on the grant date and all such RSUs Vesting Monthly vested on the Separation Date to the extent scheduled to vest as modified on or before March 31, 2025; and (3) all outstanding restricted stock units with unsatisfied performance conditions previously granted to Mr. Riggsbee, other than Equity Awards Vesting During the Riggsbee Consulting Period, will remain outstanding and, if the applicable performance condition is satisfied on or before March 31, 2025, such PSUs will, to the extent so earned, vest to the extent scheduled to vest on or before March 31, 2025. A total of 113,327 restricted stock units, with an aggregate incremental fair value of $2,635,944 based on a weighted average modified fair value of $23.26, were accelerated pursuant to the terms of the Riggsbee Separation Agreement.

  55. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Executive Benefits and Payments Upon Termination | Change in Control and Involuntary Termination Without Cause or for Good Reason ($) (1) | Involuntary Termination Without Cause or for Good Reason ($) (1) | | | Base salary | $2,184,000 | $2,184,000 | | | Bonus | $3,276,000 | $3,276,000 | | Paul J. Diaz | Stock option, RSU and PSU acceleration (2) | $21,472,683 | $20,008,555 | | | COBRA benefits | $45,087 | $45,087 | | | Total | $26,977,770 | $25,513,642 | | | Base salary | $1,125,000 | $1,125,000 | | | Bonus | $594,863 | $594,863 | | Samraat S. Raha | RSU and PSU acceleration (3) | $4,523,930 | $3,392,948 | | | COBRA benefits | $45,087 | $45,087 | | | Total | $6,288,881 | $5,157,898 | | | Base salary | $498,750 | $498,750 | | | Bonus | $748,125 | $748,125 | | Mark S. Verratti | RSU and PSU acceleration (3) | $3,128,605 | $2,838,250 | | | COBRA benefits | $30,058 | $30,058 | | | Total | $4,405,538 | $4,115,183 | | | Base salary | $450,000 | $450,000 | | | Bonus | $450,000 | $450,000 | | Dale Muzzey, Ph.D. | RSU and PSU acceleration (3) | $1,895,989 | $1,683,301 | | | COBRA benefits | $30,058 | $30,058 | | | Total | $2,826,047 | $2,613,359 |

  56. Potential Payments Upon Termination or Change in Control

    (1)The value of the vesting acceleration for restricted stock units was calculated by multiplying the number of restricted stock units subject to acceleration as of December 31, 2023 by the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of the 2023 fiscal year, of $19.14. The value of vesting acceleration for stock options was calculated by multiplying the number of in-the-money unvested stock options subject to acceleration as of December 31, 2023 by the difference between (i) the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of the 2023 fiscal year, of $19.14 and (ii) the respective exercise price of such stock options. (2)Mr. Diaz's PSUs with unsatisfied performance conditions were assumed to vest at target. Each of the stock price milestones for Mr. Diaz's performance-based stock options that were not achieved as of December 31, 2023 were assumed to be achieved. In the case of a termination without Cause or a separation for Good Reason independent of a Change in Control, vesting of Mr. Diaz's time-based stock options, RSUs and PSUs was accelerated by two years from December 31, 2023, on a monthly basis. (3)PSUs for Mr. Verratti and Dr. Muzzey with unsatisfied performance conditions were assumed to vest at target. In the case of a termination without Cause or a separation for Good Reason independent of a Change in Control, vesting of RSUs and, if applicable, PSUs for Mr. Raha, Mr. Verratti and Dr. Muzzey was accelerated by two years from December 31, 2023, on a monthly basis.

  57. CEO Pay Ratio

    CEO Pay Ratio The following is a reasonable estimate prepared under the SEC rules of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. We determined that as of December 31, 2023, our employee population consisted of 2,662 employees, 2,594 of which are U.S. employees and 68 of which are international employees. Of the 68 international employees, 45 are located in Germany, eight in Japan, eight in France, four in Switzerland, and three in Austria. All international employees were excluded in the 5% de minimis exemption adjustment as permitted by SEC rules. We then selected our median employee based on the W-2 calculated income of our U.S. employees for the year ending on December 31, 2023. The total fiscal year 2023 compensation of the employee identified as our median employee (excluding our Chief Executive Officer) was $116,418 for the year ended December 31, 2023. The total 2023 fiscal year compensation of our Chief Executive Officer for purposes of determining the CEO Pay Ratio was $12,108,359 for the year ended December 31, 2023. Based on the foregoing information, for the 2023 fiscal year, the ratio of the total fiscal year 2023 compensation of our Chief Executive Officer to the total fiscal year 2023 compensation of our median employee was estimated to be 104 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodologies prescribed by the SEC. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Using consistently applied measures, we did not make any assumptions, adjustments or estimates with respect to base pay in determining the median employee and we did not annualize compensation for any employee not employed for the entire year. Due to the flexibility afforded by the rules of the SEC in calculating the pay ratio amount, the ratio calculated may not be comparable to the CEO pay ratio presented by other companies.

  58. Pay Versus Performance

    Pay Versus Performance The table below shows the compensation of our principal executive officer (PEO), who is the person(s) acting as our President and Chief Executive Officer during the particular period, the average compensation of the other named executive officers, excluding the PEO, and certain company performance metrics for fiscal years 2023, 2022, 2021, the 2020 transition period ended December 31, 2020, and the previous 2020 fiscal year that ended June 30, 2020.

  59. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO1 $ | Summary Compensation Table Total for Second PEO1 $ | Summary Compensation Table Total for Third PEO1 $ | Compensation Actually Paid to First PEO1,3,4,8 $ | Compensation Actually Paid to Second PEO1,3,4, 8 $ | Compensation Actually Paid to Third PEO1,3,4,8 $ | Average Summary Compensation Table Total for Non-PEO NEOs1 $ | Average Compensation Actually Paid to Non-PEO NEOs1,3,4,8 $ | Value of Initial Fixed $100 Investment on June 30, 2019 Based on: | | Net Income $(millions) | Revenue7 $(millions) | | | | | | | | | | | Total Shareholder Return5 | Peer Group Total Shareholder Return6 | | | | 2023 | 12,108,359 | — | — | 14,201,749 | — | — | 4,135,846 | 3,194,672 | 68.90 | 117.12 | -263.3 | 753.2 | | 2022 | 11,391,188 | — | — | (4,479,782) | — | — | 2,665,450 | (161,281) | 52.23 | 109.93 | -112.0 | 678.4 | | 2021 | 12,787,669 | — | — | 29,789,160 | — | — | 2,483,005 | 4,670,387 | 99.35 | 138.15 | -27.2 | 690.6 | | 2020T2 | 15,500,821 | 1,816,406 | — | 21,673,140 | 4,070,113 | — | 1,479,328 | 2,508,329 | 71.18 | 143.23 | -53.1 | 299.8 | | 2020 | — | 4,203,341 | 6,174,458 | — | 1,095,973 | 308,756 | 1,911,438 | 151,229 | 40.82 | 123.27 | -199.6 | 638.6 |

  60. Pay Versus Performance

    (1) The NEOs in each disclosure year represent the following individuals:

  61. Pay Versus Performance

    | Year | First PEO | Second PEO | Third PEO | NEOs included in Average | | 2023 | Paul Diaz | — | — | R. Bryan Riggsbee, Dale Muzzey, Nicole Lambert, Mark Verratti, Samraat S. Raha | | 2022 | Paul J. Diaz | — | — | R. Bryan Riggsbee, Jerry S. Lanchbury, Ph.D., Nicole Lambert, Mark S. Verratti, and Kevin R. Haas, Ph.D. | | 2021 | Paul J. Diaz | — | — | R. Bryan Riggsbee, Jerry S. Lanchbury, Ph.D., Nicole Lambert, Mark S. Verratti | | 2020T | Paul J. Diaz | R. Bryan Riggsbee | — | Jerry S. Lanchbury, Ph.D., Nicole Lambert, Mark S. Verratti | | 2020 | — | R. Bryan Riggsbee | Mark C. Capone | Alexander Ford, Jerry S. Lanchbury, Ph.D., Nicole Lambert, Bernard J. Tobin, Gary A. King |

  62. Pay Versus Performance

    (2) Effective January 1, 2021, the Company transitioned from a fiscal year ending June 30 to December 31. Therefore, there was a six-month transition period in 2020 representing the period from July 1, 2020 to December 31, 2020. (3) The table below shows the additions and deductions to calculate "compensation actually paid" for the NEOs in each fiscal year as compared to the total compensation reported in the Summary Compensation Table ("SCT").

  63. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 Transition Period | | | 2020 | | | | | First PEO | Avg Non-PEO NEO | First PEO | Avg Non-PEO NEO | First PEO | Avg Non-PEO NEO | First PEO | Second PEO | Avg Non-PEO NEO | Second PEO | Third PEO | Avg Non-PEO NEO | | Reported SCT figures | | | | | | | | | | | | | | Reported SCT Total ($) | 12,108,359 | 4,135,846 | 11,391,188 | 2,665,450 | 12,787,669 | 2,483,005 | 15,500,821 | 1,816,406 | 1,479,328 | 4,203,341 | 6,174,458 | 1,911,438 | | Reported SCT Stock Award Value ($) | 9,796,451 | 3,299,996 | 9,513,661 | 1,890,185 | 9,869,920 | 1,649,044 | 8,394,628 | 1,264,541 | 1,075,166 | 3,461,500 | 4,489,500 | 1,149,312 | | Reported SCT Option Award Value ($) | — | — | — | — | — | — | 5,500,006 | — | — | — | — | — | | Equity Award Adjustments | | | | | | | | | | | | | | Year-end Fair Value of Unvested Awards Granted in the Applicable Fiscal Year ($) | 7,979,605 | 1,943,821 | 5,183,465 | 576,200 | 10,879,576 | 1,740,847 | 20,066,953 | 2,023,026 | 1,654,258 | 1,598,940 | 348,705 | 319,334 | | Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Applicable Fiscal Year End ($) | 2,039,494 | 260,459 | (11,226,199) | (1,133,716) | 8,276,036 | 1,209,889 | — | 1,428,885 | 413,607 | (1,325,475) | (1,941,975) | (669,356) | | Change in Fair Value of Awards Granted in Prior Years that Vested in the Applicable Fiscal Year ($) | 1,870,743 | 154,543 | (314,575) | (379,031) | 7,715,799 | 885,690 | — | 66,338 | 36,302 | 80,667 | 217,068 | (260,876) | | Compensation Actually Paid ($) | 14,201,749 | 3,194,672 | (4,479,782) | (161,281) | 29,789,160 | 4,670,387 | 21,673,140 | 4,070,113 | 2,508,329 | 1,095,973 | 308,756 | 151,229 |

  64. Pay Versus Performance

    (4) Equity values are calculated in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value of PSUs used for SCT calculations assumes target performance for the 2023, 2022 and 2021 fiscal years and assumes the maximum level of performance for the 2020 transition period and 2020 fiscal year. To determine the year-end fair values used in the "compensation actually paid" calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding PSUs at each fiscal year end date. For options awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term, and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal year end dates using the Black Scholes Merton option pricing model. (5) As required under Item 201(e) of Regulation S-K, total shareholder return measures the cumulative value of $100 invested on the last trading day before the earliest fiscal year in the table, or June 30, 2019, including the reinvestment of dividends, through and including the end of the applicable fiscal year for which total shareholder return is calculated, or June 30, 2020, December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023, respectively. (6) The peer group total shareholder return represents the total shareholder return of the IXHC in line with the stock performance graph included above under the heading "2023 Fiscal Year Performance" which was also included in our Annual Report to stockholders for the year ended December 31, 2023 as required by Item 201(e) of Regulation S-K. (7) Revenue is a GAAP financial measure and does not exclude revenue from divested businesses. (8) The compensation actually paid figures presented have been updated from the previously disclosed information in 2023. This update reflects adjustments made to accurately capture PSU target numbers in the compensation actually paid calculation. Please note that while there have been revisions to the compensation actually paid, the changes have been deemed immaterial, and the overall relationship between compensation actually paid and the company performance remains unchanged.

  65. Description of Compensation Actually Paid Versus Company Performance

    Description of Compensation Actually Paid Versus Company Performance The charts below illustrate the relationship between compensation actually paid and the total shareholder return of Myriad and the IXHC for the periods presented which shows what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on June 30, 2019. (1) PEO data for fiscal years 2023, 2022, and 2021 represent the compensation actually paid to Mr. Diaz only in those years. 2020 transition period PEO data reflects the sum of Messrs. Diaz’s and Riggsbee's compensation actually paid in this period. PEO data for fiscal year 2020 reflects the sum of Messrs. Riggsbee's and Capone's compensation actually paid in this fiscal year. The charts below illustrate the relationship between compensation actually paid and net income and revenue for the periods presented. (1) PEO data for fiscal years 2023, 2022 and 2021 represent the compensation actually paid to Mr. Diaz only in those years. 2020 transition period PEO data reflects the sum of Messrs. Diaz’s and Riggsbee's compensation actually paid in this period. PEO data for fiscal year 2020 reflects the sum of Messrs. Riggsbee's and Capone's compensation actually paid in this fiscal year. As discussed above in our "Compensation Discussion and Analysis" section of this proxy statement, our compensation program seeks to align compensation with Company performance and reward our executive officers for their contribution to our growth, profitability and increased stockholder value. Additional details on the elements of our executive compensation program and our pay-for-performance compensation philosophy are set forth above in the "Compensation Discussion and Analysis" section. The compensation actually paid to our PEO and the other NEOs in each of the periods reported above and over the 4.5 year cumulative period shows how the compensation actually paid fluctuated year-over-year. The fluctuations in compensation actually paid were primarily due to changes in our stock price measured as of the last day of each listed period, which we believe demonstrates the "pay-for-performance" nature of our executive compensation program. As the tables above illustrate, the compensation actually paid to our PEO and the other NEOs was higher when our stock price performed well and lower when our stock price did not perform well. We believe this correlation between compensation actually paid and total shareholder return over the applicable measurement periods also shows that our performance-based equity incentives builds alignment between executive compensation and stockholder returns.

  66. Director Compensation

    Director Compensation The following table shows the total compensation paid or accrued during the year ended December 31, 2023 to each of our non-employee directors who served during fiscal year 2023. Directors who are employed by us are not compensated for their service on our Board.

  67. Director Compensation

    | | Fees Earned or | Stock | | | Name | Paid in Cash ($) | Awards ($) | Total ($) | | Paul Bisaro | $83,500 | $174,983 (1) | $258,483 | | Heiner Dreismann, Ph.D. | $93,500 | $349,988 (2) | $443,488 | | Rashmi Kumar | $83,500 | $349,988 (2) | $433,488 | | Lee N. Newcomer, M.D. | $98,000 | $349,988 (2) | $447,988 | | S. Louise Phanstiel | $213,500 | $349,988 (2) | $563,488 | | Colleen F. Reitan | $93,500 | $349,988 (2) | $443,488 | | Daniel M. Skovronsky, M.D., Ph.D. | $83,500 | $349,988 (2) | $433,488 | | Daniel K. Spiegelman | $88,000 | $349,988 (2) | $437,988 | | (1) Amount shown reflects the grant date fair value of an award of 7,575 RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the number of shares by $23.10, the closing price of our common stock on the Nasdaq Global Select Market on June 1, 2023, the date of the grant. These RSUs awarded to Mr. Bisaro vest upon the earlier of (i) one year of service on the Board following the date of grant or (ii) the date of the next annual meeting of stockholders following such grant. | | | | | (2) Amounts shown reflect the grant date fair value of an award of 15,151 RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the number of shares by $23.10, the closing price of our common stock on the Nasdaq Global Select Market on June 1, 2023, the date of the grant. These RSUs awarded to certain of our non-employee directors following the 2023 Annual Meeting of Stockholders held on June 1, 2023 vest upon the earlier of (i) one year of service on the Board following the date of grant or (ii) the date of the next annual meeting of stockholders following such grant. | | | |

  68. Director Compensation

    The following table shows unvested RSUs for each non-employee director as of December 31, 2023.

  69. Director Compensation

    | | Unvested | | Name | RSUs | | Paul Bisaro | 7,575 | | Heiner Dreismann, Ph.D. | 15,151 | | Rashmi Kumar | 15,151 | | Lee N. Newcomer, M.D. | 15,151 | | S. Louise Phanstiel | 15,151 | | Colleen F. Reitan | 15,151 | | Daniel M. Skovronsky, M.D., Ph.D. | 15,151 | | Daniel K. Spiegelman | 15,151 |

  70. Director Compensation

    Director Compensation Policy Our non-employee directors are compensated on a role-based model and are paid cash fees based on annual retainers (25% paid following each quarter of service) for their service on our Board. Mr. Diaz, our Chief Executive Officer, is a member of our Board but is employed by us, and, as such, he receives no additional compensation for his service on our Board. Attracting and retaining qualified non-employee directors is critical to the governance and long-term success of the Company. As a result, the CHCC, in consultation with its outside compensation consultant, regularly reviews our director compensation to ensure that it is competitive with our peer group of companies. In May 2023, the CHCC modified our Non-Employee Director Compensation Policy to provide for prorated equity awards to newly appointed directors of the Company under certain circumstances, as described below under "Equity Awards". The following is a description of the standard compensation arrangements under which our non-employee directors are compensated for their service as directors, including as members of the various Board committees: Annual retainer

  71. Director Compensation

    | All members | $60,000 | | Chair of the Board | $120,000 additional | | Chair of the Audit and Finance Committee | $28,000 additional | | Chair of the Compensation and Human Capital Committee | $20,000 additional | | Chair of the Nominating, Environmental, Social and Governance Committee | $20,000 additional | | Chair of the Research and Product Innovation Committee | $28,000 additional | | Members of the Audit and Finance Committee (1) | $13,500 additional | | Members of the Compensation and Human Capital Committee (1) | $10,000 additional | | Members of the Nominating, Environmental, Social and Governance Committee (1) | $10,000 additional | | Members of the Research and Product Innovation Committee (1) | $13,500 additional | | (1) Other than the chairperson of such committee | |

  72. Director Compensation

    Attendance Non-employee directors do not receive any fees (other than the retainers outlined above) for attending Board or committee meetings. However, all directors are reimbursed for their out-of-pocket expenses incurred in attending Board and committee meetings. Equity Awards Under our 2017 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”), our non-employee directors may receive an award of equity in the Company. As recommended and determined by our CHCC, and approved by our Board, we may grant to each non-employee director equity awards under the 2017 Plan upon his or her initial appointment to the Board. In addition, we may grant to each non-employee director equity awards on the date of each annual meeting of stockholders; provided, however, that (a) if a director is appointed to the Board within three months of the date of the next annual meeting of stockholders, such director will not receive an additional equity award on the date of the next annual meeting of stockholders, and (b) if a director is appointed to the Board between three and twelve months prior to the next annual meeting of stockholders, such director will receive a prorated equity award, rounded down on a quarterly basis, on the date of the next annual meeting of stockholders. Except in the case of a prorated equity award, the number of shares of restricted stock, restricted stock units and/or other equity awards granted will be determined by dividing $350,000 by the closing price of our common stock on the Nasdaq Global Select Market on the date of the applicable annual meeting of stockholders or the date that such new non-employee director is appointed to the Board, as applicable. In the case of a prorated equity award, the number of shares of restricted stock, restricted stock units and/or other equity awards granted will be determined by dividing the value of the prorated award by the closing price of our common stock on the Nasdaq Global Select Market on the date of the applicable annual meeting of stockholders. Notwithstanding the foregoing, in no event will a non-employee director receive equity awards under the 2017 Plan with an aggregate grant date fair value in excess of $500,000 during any calendar year. Restricted stock, restricted stock units, and other equity awards granted to our non-employee directors may vest, in the discretion of the Board and/or the CHCC, (1) in the case of awards granted on the date of our annual meeting of stockholders, upon the earlier of (i) one year of service on the Board following the date of grant or (ii) the date of the next annual meeting of stockholders following such grant and (2) in the case of awards granted on the date that a new non-employee director is appointed to the Board, on the date that is one year following the date of such grant.

  73. Election of Directors

    Election of Directors The Board currently consists of nine members, classified as follows: S. Louise Phanstiel, Daniel M. Skovronsky M.D., Ph.D., and Daniel K. Spiegelman constitute a class with a term ending at the 2024 Annual Meeting (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 (the “Class II Directors”); and Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, M.D., constitute a class with a term ending at the 2026 Annual Meeting (the “Class III Directors”). At each Annual Meeting, directors are elected for a term to expire at the third succeeding Annual Meeting after their election to succeed those directors whose terms are expiring at the Annual Meeting. The Board accepted the recommendation of the NESGC and unanimously resolved to nominate S. Louise Phanstiel and Daniel M. Skovronsky, M.D., Ph.D. for election at the Annual Meeting for a term to serve until the 2027 Annual Meeting, and until their successors have been elected and qualified, or until their earlier death, resignation, retirement or removal. In determining to nominate these directors for another term to serve until the 2027 Annual Meeting, the NESGC and the Board considered, among other things, the qualifications, experiences, and contributions to Myriad of these directors. Specifically, with respect to Ms. Phanstiel, the Board and NESGC considered her business, financial, and management experience, her experience serving as a director of Myriad, including as Chair of the Board since March 2020, and her significant contributions to Myriad, which include navigating us through the COVID-19 pandemic and its impact on our business, the hiring of a new Chief Executive Officer (Mr. Diaz), and presiding over the refreshment of our Board which included the appointment of five new directors and the appointment of a new executive leadership team. With respect to Dr. Skovronsky, the NESGC and the Board considered, among other things, his scientific background, his business and management expertise from serving as the Chief Scientific Officer at Eli Lilly and Company, and his significant contributions to our research and development and product development efforts and our long-term growth strategy. The Board did not nominate Mr. Spiegelman for re-election. The Board approved a reduction in the number of directors constituting the full Board from nine to eight directors, effective as of the Annual Meeting. Mr. Spiegelman will continue as a director through the date of the Annual Meeting, when his current term expires. Unless a stockholder has indicated otherwise on the proxy, the shares represented by a valid proxy will be voted FOR the election of S. Louise Phanstiel and Daniel M. Skovronsky, M.D., Ph.D. as directors. In the event that any nominee should become unable or unwilling to serve, the shares represented by a valid proxy will be voted for the election of another person who the Board recommends, unless the Board chooses to reduce the number of directors serving on the Board. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. An affirmative vote of the majority of the shares voted affirmatively or negatively on each nominee at the Annual Meeting is required to elect each nominee as a director. Our Restated By-Laws require that, in a non-contested election, each director be elected by a stockholder vote constituting a majority of the votes cast with respect to that director’s election. The Restated By-Laws also provide that if, in an election that is not a contested election, an incumbent director does not receive a majority of the votes cast, such director must submit an irrevocable resignation to the NESGC. The NESGC will make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board must act on the resignation, taking into account the NESGC’s recommendation, and publicly disclose (by filing an appropriate disclosure with the SEC) its decision regarding the resignation within ninety (90) days following certification of the election results. The NESGC in making its recommendation and the Board in making its decision each may consider any factors and other information that they consider appropriate and relevant.

  74. Election of Directors

    | ✓ | The Board Recommends the Election of S. Louise Phanstiel and Daniel M. Skovronsky, M.D., Ph.D. and Proxies Solicited by the Board Will Be Voted in Favor of Such Directors Unless a Stockholder Has Indicated Otherwise on the Proxy. |