DEF 14A of Myriad Genetics Inc
Filed Apr 9, 2025 · FY20240000899923-25-000028
Voting Matters and Board Recommendations
| Name | Principal Occupation | Director Since | Independent | Board Committees | Other Public Company Boards | | Nominees for Election as Directors | | | | | | | Heiner Dreismann, Ph.D. | Former Senior Executive, the Roche Group | 2010 | ☑ | CHCC^, RPIC | MYNZ | | Samraat S. Raha ++ | Incoming President and Chief Executive Officer of Myriad Genetics, Inc. (effective as of April 30, 2025) | 2025 | | | | | Colleen F. Reitan | Former Executive Vice President and President of Plan Operations and Chief Operating Officer, Health Care Services Corporation | 2019 | ☑ | AFC, NGC^ | ALNY | | Continuing Directors | | | | | | | S. Louise Phanstiel * | Former Senior Executive, Elevance Health, Inc. (formerly WellPoint, Inc.) | 2009 | ☑ | AFC, NGC | BFLY | | Paul M. Bisaro | Former Executive Chairman, Amneal Pharmaceuticals, Inc. and President and Chief Executive Officer, Impax Laboratories, Inc. | 2022 | ☑ | CHCC, RPIC | ZTS, MNKTQ | | Mark S. Davis | Senior Relationship and Growth Advisor at Cross Country Consulting and Former Senior Audit and Assurance Partner at Deloitte | 2024 | ☑ | AFC^, NGC | YEXT | | Rashmi Kumar | Senior Vice President, Chief Information Officer, Medtronic plc | 2020 | ☑ | AFC, NGC | - | | Lee N. Newcomer, M.D. | Former Senior Vice President for Oncology and Genetics, Chief Medical Officer, UnitedHealth Group | 2019 | ☑ | CHCC, RPIC^ | CHRS | | Daniel M. Skovronsky, M.D., Ph.D. | President, Lilly Research Laboratories, Chief Scientific Officer at Eli Lilly and Company | 2020 | ☑ | CHCC, RPIC | - | | Departing Directors | | | | | | | Paul J. Diaz + | Current President and Chief Executive Officer of Myriad Genetics, Inc. (until April 30, 2025) | 2020 | | | |
Board Composition and Refreshment
Board Composition and Refreshment Annually, the NGC 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 NGC regularly assesses the effectiveness of each director. In its review of directors, and its director nominees, the NGC considers the composition of the Board, including 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 four new independent directors over the past five years, including the appointment of Mr. Bisaro in October 2022 and Mr. Davis in December 2024. On February 24, 2025, Mr. Diaz resigned from his positions as President and Chief Executive Officer and as a member of the Board, effective April 30, 2025, and was therefore not nominated for re-election at the 2025 Annual Meeting by the Board. Subsequently, the Board appointed Mr. Raha as President and Chief Executive Officer and as a Class II Director to fill the vacancy on the Board that will be created by Mr. Diaz's resignation, in each case effective April 30, 2025, As part of the Mr. Raha's appointment as President and Chief Executive Officer, we agreed to nominate Mr. Raha for re-election to the Board for any succeeding term or terms as a Board member that commence during the term of his employment. The Board accepted the recommendation of the NGC and unanimously resolved to nominate Heiner Dreismann, Ph.D., Samraat S. Raha, and Colleen F. Reitan for election at the Annual Meeting as Class II Directors to serve until the 2028 Annual Meeting of Stockholders, and until their successors have been elected and qualified, or until his or her earlier death, resignation, retirement or removal. Set forth below in the table and biographies are the names of the persons nominated as directors and the current directors of the Company, their ages as of April 8, 2025, 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.
Board Composition and Refreshment
| Name and Position | Age | Audit and Finance Committee | Compensation and Human Capital Committee | Nominating and Governance Committee | Research and Product Innovation Committee | | S. Louise Phanstiel Chair of the Board | 66 | | | | | | Paul J. Diaz President, Chief Executive Officer, Director (until April 30, 2025) (1) | 63 | | | | | | Samraat S. Raha President, Chief Executive Officer, Director (effective April 30, 2025) (2) | 53 | | | | | | Paul M. Bisaro Director | 64 | | | | | | Mark S. Davis Director | 62 | | | | | | Heiner Dreismann, Ph.D. Director | 71 | | | | | | Rashmi Kumar Director | 55 | | | | | | Lee N. Newcomer Director | 73 | | | | | | Colleen F. Reitan Director | 65 | | | | | | Daniel M. Skovronsky M.D., Ph.D. Director | 51 | | | | |
Board Composition and Refreshment
| | Audit and Finance Committee | | | Compensation and Human Capital Committee | | | Nominating and Governance Committee | | | Research and Product Innovation Committee | | C | Committee Chair |
Board Composition and Refreshment
(1) Mr. Diaz announced that he will resign from his positions as President and Chief Executive Officer and Director effective April 30, 2025. (2) Mr. Raha, our current Chief Operating Officer, will succeed Mr. Diaz as President and Chief Executive Officer and as a Class II Director effective April 30, 2025 and will stand for election at the 2025 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.
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 products. 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 two Chief Executive Officers (Mr. Diaz and Mr. Raha), and presiding over the continued refreshment of our Board which has included the appointment of six new directors over the past five years, including a new director in 2024 and Mr. Raha joining the Board on April 30, 2025, and the appointment of a new executive leadership team. | | Age: 66 | | | Director Since: 2009 | | | Committees: | | | | | | | |
Board Composition and Refreshment
| Paul J. Diaz | | | | Experience: | | | Paul J. Diaz, President and Chief Executive Officer (CEO) of Myriad Genetics, has been a member of the Board and the CEO since 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: 63 | | | Director Since: 2020 | | | President and Chief Executive Officer (1) | |
Board Composition and Refreshment
(1) Mr. Diaz announced that he will resign from his positions as President and Chief Executive Officer and Director effective April 30, 2025.
Board Composition and Refreshment
| Samraat S. Raha | | | | Experience: | | | Samraat S. Raha was appointed as the President and CEO, of Myriad Genetics, Inc., and a member of the Board, effective April 30, 2025, and will stand for election at the 2025 Annual Meeting. Mr. Raha is currently Myriad’s Chief Operating Officer, focusing on driving profitable growth by strengthening operations and enhancing the customer experience, including the patient and provider journey and product innovations. He joined Myriad in December 2023, bringing over 25 years of experience in the life sciences and diagnostics industry, with leadership roles spanning research and development, operations, and commercial functions. Before joining Myriad, Mr. Raha served as Senior Vice President and President, Diagnostics and Genomics Group, of Agilent Technologies, Inc. (“Agilent”) from April 2018 to December 2023. From May 2017 to April 2018, Mr. Raha served as Agilent's Senior Vice President, Strategy and Corporate Development. From July 2013 to January 2017, he served as Vice President, Global Marketing for Illumina, Inc., and from 2008 to 2012, he served as Vice President and General Manager, Genomics Assays / NextGen qPCR for Life Technologies, Inc. Mr. Raha graduated from the University of California, Berkeley, with a degree in molecular and cell biology and received his MBA from Santa Clara University. The Board has determined that Mr. Raha should serve on the Board for the following reasons: He brings significant leadership experience in the life sciences and diagnostics industry, including expertise in general management, operations, and commercial strategy. His background in driving innovation and enhancing customer experience provides valuable insights into Myriad’s business. Additionally, his experience leading global teams in diagnostics and genomics strengthens Myriad’s position in advancing precision medicine. | | Age: 53 | | | Director, starting April 30, 2025 | | | President and Chief Executive Officer, effective April 30, 2025 | |
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: 64 | | | Director Since: 2022 | | | Committees: | | | | | | | |
Board Composition and Refreshment
| Mark S. Davis | | | | Experience: | | | Mark S. Davis was appointed as a director of Myriad on December 10, 2024. Mr. Davis currently serves as Senior Relationship and Growth Advisor for Cross Country Consulting. Mr. Davis enjoyed a distinguished career at Deloitte & Touche LLP from 1985 until September 2024, serving in senior roles including Audit Partner, National Managing Partner of Deloitte Private Enterprises, and Managing Partner of the Long Island office. In July 2024, Mr. Davis was appointed to the board of directors of Yext, Inc., where he serves as a director and member of the audit committee. Mr. Davis is also a member of the advisory board of NYU-Winthrop Hospital, and the Board of Trustees at Adelphi University, where he serves on the finance and investment committee as well as the audit committee. He holds a B.B.A. from Adelphi University and is a certified public accountant. The Board has determined that Mr. Davis should serve on the Board for the following reasons: Mr. Davis brings extensive expertise in financial accounting and public company reporting, developed over nearly four decades of diverse management and executive leadership at Deloitte & Touche LLP. Mr. Davis also possesses significant experience working with companies across various industries, including technology and healthcare. In addition, Mr. Davis provides the Board with experience in corporate governance, acquisitions and public company matters, all of which makes him a valuable member of our Board. | | Age: 62 | | | Director Since: 2024 | | | Committees: | | | | | | | |
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. Previously, Dr. Dreismann served on the board of directors of Talis Biomedical Corporation, 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: 71 | | | Director Since: 2010 | | | Committees: | | | | | | | |
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: 55 | | | Director Since: 2020 | | | Committees: | | | | | | | |
Board Composition and Refreshment
| Lee N. Newcomer, M.D. | | | | Experience: | | | Lee N. 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 and existing 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: 73 | | | Director Since: 2019 | | | Committees: | | | | | | | |
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 and existing 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: 65 | | | Director Since: 2019 | | | Committees: | | | | | | | |
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: 51 | | | Director Since: 2020 | | | Committees: | | | | | | | |
Executive and Director Compensation
Executive and Director Compensation
Executive Summary
| 2024 Executive Compensation Highlights | Description | | Our 2024 executive compensation program continues to support long-term value creation | Approximately 91.6% of our CEO's 2024 target compensation and approximately 85.7% of our other NEO's aggregate 2024 target compensation is variable and at risk, tied to our stock price performance, or subject to achievement of rigorous performance targets | | Adopted enhanced stock ownership requirements | Increased stock ownership requirements for our CEO from 3X to 6X base salary and for our COO, CFO, and CCO from 2X to 3X base salary and adopted requirement that individuals must hold 50% of any shares acquired through the vesting of restricted stock units or the exercise of stock options (excluding shares sold to cover tax liabilities) until the required ownership multiple is met | | Continued commitment to performance-based equity compensation | The CHCC maintained its practice of granting 50% of executive officer's equity in the form of PSUs that are subject to objective performance metrics, aligning executive compensation with long-term performance | | Continued formula-driven calculation for annual bonus payments | The CHCC continued to rely solely on pre-determined objective measures to assess financial performance for cash bonus payments for 2024 | | Outperformed revenue and adjusted operating income targets | Our 2024 short-term incentive plan paid out at 109% and 150% of target for our revenue and adjusted operating income metrics reflecting our strong financial performance in 2024 | | Outperformed employee and customer engagement targets | Achieved 79th percentile for customer engagement and 72nd percentile for customer NPS, resulting in an achievement of 107% and 133% to target | | Payout of 2022 PSUs reinforces at-risk, performance based nature of our executive compensation program | The total achievement percentage for our 2022 PSUs was 66% of target, consisting of revenue growth (98% of target), adjusted EPS (0% of target), and relative total stockholder return (100% of target) | | No modifications to performance metrics | The CHCC did not lower or otherwise adjust 2024 performance metrics |
Executive Summary
2024 Executive Compensation Program Overview During fiscal year 2024 and continuing into fiscal year 2025, 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 our performance and reward our executive officers for their contribution to our growth, profitability, increased stockholder value, and employee and customer engagement through the recognition of individual leadership, initiatives, achievements, and other contributions. For short-term incentive awards for our executive officers for the 2024 fiscal year, the 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%. Long-term incentives for the 2024 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:
Executive Summary
| Annual Equity Grant: 50% RSUs | Annual Equity Grant: 50% PSUs | | •Number of RSUs granted is fixed at the grant date | •Target number of PSUs is set at the grant date | | •Pro-rata vesting over three years subject to continued employment | •Actual number of units earned is based on Company performance relative to revenue, adjusted EPS, and relative stockholder return targets | | | •Vest on three-year anniversary of the grant date subject to continued employment |
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 and PSUs under our 2024 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 for all employees (no waivers granted) | | | •Use employee engagement and customer net promoter score as performance metrics in our 2024 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 | |
2024 Fiscal Year Named Executive Officer Compensation
2024 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 2023, 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 "2023 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 2024. As a basis for the source market data for the 2023 Mercer Executive Compensation Review, Mercer used the compensation data from the group of 19 peer companies set forth in the table below (the "2024 Peer Group"). Based on input from Mercer, in order to provide for a more comparable peer group, the CHCC modified the Company's peer group by adding Veracyte, Inc., a Company competitor, to the Company's peer group and removed bluebird bio, Inc. We believe that the compensation information obtained from the 2023 Mercer Executive Compensation Review provides us with appropriate compensation data and benchmarks for the 2024 fiscal year compensation decisions because it is derived from companies operating in the diagnostic, pharmaceutical, and biotechnology industries and have similar factors such as number of employees, total assets, market value, revenues, and net income.
2024 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 2022 Mercer Benchmark - United States Survey, 2022 Mercer SIRS Executive Survey and the 2023 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 2024 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, 2024, at an annual rate of 4.0%, the average actual 2023 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 2023 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, the CHCC assesses a number of factors, including: •the executive officer’s performance in each of the areas of their individual MBOs; •the financial performance of the Company overall and in the areas of responsibility of the executive officer; •the level and breadth of experience of the executive officer; •the executive officer’s role and responsibilities and particular background; •competitive pay levels at comparable positions in peer companies; •retention considerations; and •other significant accomplishments and contributions of the executive officer. In December 2023, the CHCC increased the base salaries of our NEOs (other than Mr. Raha, who joined us on December 11, 2023, Mr. Leffler, who joined us on January 29, 2024, and Mr. Riggsbee, who resigned as Chief Financial Officer effective January 29, 2024) by an average of 7.4%. The base salary increases were effective as of February 1, 2024. Dr. Muzzey's base salary, which increased by 12.5%, and Mr. Verratti's base salary, which increased by 12.3%, were increased to become more aligned with market data for their respective positions and as a result of their respective performance and contributions as Chief Scientific Officer and Chief Commercial Officer. For example, both Mr. Verratti's and Dr. Muzzey's prior year base salaries were well below the 50th percentile for their respective positions based on Mercer's composite peer group data. In the case of Mr. Verratti, the CHCC increased his base salary to be slightly above the 50th percentile, and in the case of Dr. Muzzey, the CHCC increased his base salary to be closer to the 50th percentile but still significantly below the 50th percentile. Mr. Diaz's base salary increased by 3.0% as a result of his ongoing contributions to the execution of our strategic growth plan. Base salary adjustments also reflected merit- and market-based adjustments for the NEOs.
2024 Fiscal Year Named Executive Officer Compensation
(1) Mr. Leffler was appointed as Chief Financial Officer effective January 29, 2024. (2) Mr. Riggsbee resigned from his position as Chief Financial Officer effective January 29, 2024. (3) Mr. Raha was appointed Chief Operating Officer effective December 11, 2023. Sign-On Bonus Mr. Leffler received a sign-on bonus of $400,000 in connection with the commencement of his employment with us on January 29, 2024. Mr. Leffler's sign-on bonus or a portion thereof is subject to clawback if Mr. Leffler 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. Leffler'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 2024, 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 2024 fiscal year is as follows: Target Bonus Opportunity After considering the Company’s performance, the performance of the NEOs, the general industry and market conditions, and other factors, the CHCC determined that the target bonus opportunity for Mr. Diaz, Mr. Verratti and Dr. Muzzey for the 2024 fiscal year short-term incentive award should remain unchanged from the targets established for the 2023 fiscal year. The CHCC did not consider a target bonus opportunity for Mr. Riggsbee due to his resignation.
2024 Fiscal Year Named Executive Officer Compensation
| Named Executive Officer | 2023 Fiscal Year Target Bonus Opportunity (% of Base Salary) | 2024 Fiscal Year Target Bonus Opportunity (% of Base Salary) | | Paul J. Diaz, President and Chief Executive Officer | 100% | 100% | | Scott J. Leffler, Chief Financial Officer | N/A | 75% | | Samraat S. Raha, Chief Operating Officer | N/A | 75% | | Mark S. Verratti, Chief Commercial Officer | 75% | 75% | | Dale Muzzey. Chief Scientific Officer | 50% | 50% |
2024 Fiscal Year Named Executive Officer Compensation
Performance Metrics Company financial performance is based on two weighted metrics: Company revenue and adjusted operating income, with adjusted operating income defined as total operating income excluding acquisition-related amortization of intangible assets, goodwill and long-lived asset impairment charges, equity compensation, real estate optimization, transformation initiatives, legal settlements, and certain other one-time non-recurring expenses. These financial performance metrics were selected to support our strategic growth plan with the goals of increasing revenue and improving our adjusted operating income. These metrics are measured on a Company-wide basis for all executive officers. In addition, the CHCC used engagement score and customer NPS as metrics in fiscal year 2024 to support our efforts to retain employees, improve employee engagement, and enhance customer experiences. The employee engagement performance levels are based on the 2023 global average Great Place to Work score, while the customer NPS performance levels are derived from Medallia data and market research across comparable companies. The chart below summarizes the metrics and performance levels established by the CHCC for the 2024 fiscal year. The target performance level for revenue was set at the mid-point of our 2024 guidance for revenue. All of our 2024 adjusted operating income (loss) performance targets were set at amounts significantly higher than our 2023 adjusted operating loss of $(25.5) million. The achievement payout levels for threshold, target, and maximum performance levels were 50%, 100%, and 150%, respectively, of the target bonus amount. As shown below, in February 2025, the CHCC determined that the achievement level for the revenue metric and the adjusted operating income (loss) metric was 109% and 150%, respectively, of target performance level as of result of the Company achieving $837.6 million in revenue and $21.8 million in adjusted operating income during fiscal year 2024. The CHCC also determined that our employee engagement score for fiscal year 2024 was in the 79th percentile, which ranked slightly above the top quartile of companies for employee engagement, resulting in an achievement level of 107%. Finally, the CHCC determined that the Company had achieved a customer NPS score in the 71.6 percentile, which ranked above the top quartile of companies for customer NPS, resulting in an achievement level of 133%. The CHCC then calculated the payout percentage for these quantitative performance metrics for each executive officer, by applying the actual results for each quantitative performance metric for the 2024 fiscal year to the targets approved by the CHCC during 2024 and the relative weighting of each metric for each executive officer. The following chart shows the CHCC’s determination with respect to the 2024 fiscal year cash incentive performance measures.
2024 Fiscal Year Named Executive Officer Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Achievement (% of Target) | Payout % (1) | | Revenue | 40.0% | $788.5 million | $830.0 million | $871.4 million | $837.6 million | 109% | 43.6% | | Adjusted Operating Income (Loss) | 30.0% | $(5.6) million | $7.2 million | $20.3 million | $21.8 million | 150% | 45.0% | | Employee Engagement | 5.0% | Median: 54th percentile | Median: 77th percentile | Median: 91st percentile | 79th Percentile | 107% | 5.4% | | Customer NPS | 5.0% | Median: 60th percentile | Median: 65th percentile | Median: 75th percentile | 71.6th Percentile | 133% | 6.7% | | Total | | | | | | | 100.8% | | (1) The payout percentage for Mr. Leffler for revenue, adjusted operating income, and engagement score and customer NPS was 38.2%, 37.5%, 5.4%, and 6.7%, respectively, for a total payout percentage of 87.8%. The payout for Dr. Muzzey for revenue, adjusted operating income, and engagement score and customer NPS was 32.7%, 30.0%, 5.4% and 6.7%, respectively, for a total payout percentage of 74.8%. | | | | | | | |
2024 Fiscal Year Named Executive Officer Compensation
| Named Executive Officer | Individual MBOs For FY2024 | MBO Achievements | MBO Score (%) | MBO Payout % | | Paul J. Diaz President and Chief Executive Officer | Included goals relating to strengthening leadership, enhancing team engagement and customer satisfaction, coverage expansion, commercial transformation, advancing research and clinical development, and driving strategic growth initiatives | The CHCC determined that Mr. Diaz substantially achieved most of his 2024 MBOs. | 100% | 20% | | Scott J. Leffler Chief Financial Officer | Included goals relating to operating expense, reducing no-pays, coverage expansion, strengthening investor relations, enhancing commercial and operational expertise, and building strong leadership relationships. | The CHCC determined that Mr. Leffler achieved most of his 2024 MBOs. | 83% | 25% | | Samraat S. Raha Chief Operating Officer | Included goals relating to driving profitable growth, enhancing customer engagement, laboratory of the future initiatives, and fostering employee engagement. | The CHCC determined that Mr. Raha exceeded his 2024 MBOs. | 125% | 25% | | Mark S. Verratti Chief Commercial Officer | Included goals relating to advancing commercial transformation, strengthening core capabilities, optimizing product management, and enhancing commercial operations with clear key performance indicators and strategic execution. | The CHCC determined that Mr. Verratti achieved most of his 2024 MBOs. | 80% | 16% | | Dale Muzzey, Ph.D. Chief Scientific Officer | Included goals relating to product development, regulatory readiness, operational improvements. clinical studies, the launch of certain products, and fostering employee engagement. | The CHCC determined that Dr. Muzzey partially completed his 2024 MBOs. | 75% | 30% |
2024 Fiscal Year Named Executive Officer Compensation
| Named Executive Officer | Base Salary | Target Incentive Bonus (as a % of Base Salary) | Total Payout Percentage (1) | 2024 Fiscal Year Bonus Payment ($) | | Paul J. Diaz President and Chief Executive Officer | $1,125,000 | 100% | 120.6% | $1,356,750 | | Scott J. Leffler Chief Financial Officer | $550,000 | 75% | 112.7% | $428,539 | | Samraat S. Raha Chief Operating Officer | $750,000 | 75% | 125.6% | $706,500 | | Mark S. Verratti Chief Commercial Officer | $560,000 | 75% | 116.6% | $489,720 | | Dale Muzzey, Ph.D. Chief Scientific Officer | $506,400 | 50% | 104.7% | $265,100 |
2024 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 43.6%, 45.0%, 5.4%, 6.7%, and 20.0%, respectively. Mr. Leffler's revenue, adjusted operating income, engagement/customer NPS, and individual MBO payout percentages were 38.2%, 37.5%, 5.4%, 6.7%, and 24.9%, respectively. Mr. Leffler's 2024 fiscal year bonus amount was prorated based on the number of days that Mr. Leffler worked during fiscal year 2024. Mr. Raha's revenue, adjusted operating income, engagement/customer NPS, and individual MBO payout percentages were 43.6%, 45.0%, 5%, 6.7%, and 25%, respectively. Mr. Verratti's revenue, adjusted operating income, engagement/customer NPS, and individual MBO payout percentages were 43.6%, 45.0%, 5.4%, 6.7%, and 16.0%, respectively. Dr. Muzzey's revenue, adjusted operating income, engagement/customer NPS, and individual MBO payout percentages were 32.7%, 30.0%, 5.4%, 6.7%, and 30.0%, respectively. Long-Term Incentive Awards For fiscal year 2024, long-term incentive compensation was granted in the form of 50% RSUs and 50% PSUs. In determining the amount of equity compensation to be awarded, the CHCC considers various factors, including but not limited to: •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. In addition to the foregoing factors, the CHCC may also consider the total number of outstanding shares of our common stock, relative dilution to stockholders, as well as our gross equity burn rate, issued equity overhang and total equity overhang. The size of the long-term incentive award generally increases as the rank and responsibilities of the executive officer increases. Policies and Practices Related to the Grant of Certain Equity Awards. Long-term incentive awards for the fiscal year 2024 were made in March 2024, at a regularly scheduled CHCC meeting, and the CHCC anticipates continuing to grant long-term incentive awards generally in March of each year going forward. The CHCC does not time the grant of equity compensation with regard 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 awards in the form of RSUs. For these RSUs, one-third of the award vests on an annual basis over a period of three years. The number of RSUs granted to our NEOs during the 2024 fiscal year are set forth in the chart below.
2024 Fiscal Year Named Executive Officer Compensation
| Named Executive Officer | 2024 Fiscal Year RSUs Granted (#) (1) | 2024 Fiscal Year Grant Date Fair Value of RSUs Granted ($) (3) | | Paul J. Diaz, President and Chief Executive Officer | 246,248 | $5,250,007 | | Scott J. Leffler Chief Financial Officer | 164,675 (2) | $3,675,749 | | Samraat S. Raha, Chief Operation Officer | 64,494 | $1,375,012 | | Mark S. Verratti, President, Chief Commercial Officer | 58,631 | $1,250,013 | | Dale Muzzey, Ph.D. Chief Scientific Officer | 49,250 | $1,050,010 |
2024 Fiscal Year Named Executive Officer Compensation
(1)The amounts represent the number of RSUs granted to our NEOs during the 2024 fiscal year. Except as otherwise noted in footnote (2) below, the RSUs awarded to Mr. Diaz, Mr. Leffler, Mr. Raha, Mr. Verratti and Dr. Muzzey were granted on March 14, 2024, and vest 33% on March 14, 2025, 33% on March 14, 2026 and 33% on March 14, 2027, subject to the executive officer's continued service to the Company. (2)Mr. Leffler received an award of 117,770 RSUs on January 29, 2024. 25% of these RSUs vested on January 29, 2025 and the remaining RSUs vest 25% on January 29, 2026, 25% on January 29, 2027, and 25% on January 29, 2028. (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 14, 2024, are based on the closing price of our common stock on the Nasdaq Global Select Market on March 14, 2024, of $21.32, and (b) in the case of RSUs granted on January 29, 2024, are based on the closing price of our common stock on the Nasdaq Global Select Market on January 29, 2024, of $22.72. 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 2024 vest on the three-year anniversary of the grant date, or March 14, 2027. The level of achievement for the performance metrics are noted below.
2024 Fiscal Year Named Executive Officer Compensation
| Achievement Level | Payout Percentage | | Threshold | 75% of target shares | | Target | 100% of target shares | | Maximum | 150% of target shares |
2024 Fiscal Year Named Executive Officer Compensation
The performance metrics for PSUs are weighted 34% for revenue, 33% for adjusted EPS, and 33% for relative total stockholder return. Relative total stockholder return is measured against the IXHC using the 20-trading day average 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, 2024 to December 31, 2026, and the revenue and adjusted EPS metrics will be measured based on fiscal year 2026 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 2024 fiscal year for our NEOs are set forth in the chart below.
2024 Fiscal Year Named Executive Officer Compensation
| Named Executive Officer | 2024 Fiscal Year Number of PSUs Granted (1) | 2024 Fiscal Year Grant Date Fair Value of PSUs Granted ($) (2) | | Paul J. Diaz President and Chief Executive Officer | 246,247 | $5,863,507 | | Scott J. Leffler Chief Financial Officer | 46,904 | $1,116,852 | | Samraat S. Raha, Chief Operating Officer | 64,493 | $1,535,669 | | Mark S. Verratti Chief Commercial Officer | 58,630 | $1,396,069 | | Dale Muzzey, Ph.D. Chief Scientific Officer | 49,249 | $1,172,691 |
2024 Fiscal Year Named Executive Officer Compensation
(1)Represents the target number of PSUs awarded to our NEOs on March 14, 2024. To the extent the PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 14, 2027. (2)The amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718. 67% of the units have a performance condition and are valued based on the closing price of our common stock on the Nasdaq Global Select Market on March 14, 2024 of $21.32. 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 $28.87. 2022 Long-Term Incentive Awards In March 2022, the CHCC granted PSUs to our NEOs as part of our 2022 long-term incentive awards. The performance metrics and levels (threshold, target, and maximum) established by the CHCC for these PSUs are summarized in the chart below. The actual number of units earned was determined based on the percentage achievement of each predetermined performance target with no award earned if the minimum threshold was not achieved. Maximum payout was capped at 150% of the target number of PSUs granted. Relative total stockholder return was measured against the IXHC using the 20-trading day average at the beginning and end of the measurement period. 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 was negative over the performance period. The measurement period for the relative total stockholder return metric was January 1, 2022 to December 31, 2024, and the revenue and adjusted EPS metrics were measured based on fiscal year 2024 results. In February 2025, the CHCC reviewed the achievement of the performance metrics for the PSUs granted in March 2022. The CHCC determined that the Company's total revenue during fiscal year 2024 was $837.6 million, resulting in an achievement level of 98%. The CHCC also determined that the Company's adjusted EPS for fiscal year 2024 was $0.13, which was below the threshold level of $0.38, resulting in an achievement level of 0%. The CHCC also determined that the Company's relative total stockholder return, as measured against the IXHC, ranked in the 65th percentile, which was higher than the target 50th percentile. However, because the Company's absolute total stockholder return was negative over the performance period, the CHCC capped the number of PSUs earned at target, or 100%. The combined achievement percentage for total revenue growth, adjusted EPS, and relative total stockholder return metrics was 66%, as noted in the chart below.
2024 Fiscal Year Named Executive Officer Compensation
| Performance Metrics | Weight | Threshold | Target | Maximum | Final Achievement | Final Achievement % | | Total Revenue Growth | 34.0% | $760.7 million | $845.2 million | $929.7 million | $837.6 million | 98.0% | | Adjusted EPS | 33.0% | $0.38 | $0.71 | $1.02 | $0.14 | —% | | Relative Total Stockholder Return | 33.0% | 25th percentile | 50th percentile | 75th percentile | 65th percentile | 100.0% | | Total | 100% | | | | | 66% |
2024 Fiscal Year Named Executive Officer Compensation
| Named Executive Officer | 2022 Fiscal Year PSU Shares Granted (#) | Final Achievement | Final Achievement % | | Paul J. Diaz President and Chief Executive Officer | 173,143 | 114,828 | 66% | | Bryan R. Riggsbee Former Chief Financial Officer | 36,865 | 24,449 | 66% | | Mark S. Verratti Chief Commercial Officer | 19,238 | 12,758 | 66% | | Dale Muzzey, Ph.D. Chief Scientific Officer | 16,016 | 10,622 | 66% |
2024 Fiscal Year Named Executive Officer Compensation
Other Compensation Initial Equity Awards. Executive officers are often granted equity in the form of restricted stock unit awards when he or she joins us. The amount of the initial restricted stock unit award is determined based on the executive officer’s position and analysis of the competitive practices of the companies similar in size as represented in the compensation data that we review with the goal of creating a total compensation package for new executive officers that is competitive with other similar companies and that will enable us to attract high quality management personnel. Generally, each initial equity award vests in equal portions on an annual basis over four years. On January 29, 2024, Mr. Leffler received an initial equity award of 117,770 RSUs, which vest in four equal annual installments beginning on the first anniversary of the grant date. Benefits; Other Compensation. We maintain broad-based benefits that are provided to all employees, including health and dental insurance, life and disability insurance, and a 401(k) plan. Additionally, we may provide other benefits to new executive officers such as a relocation package or other related compensation as determined on a case-by-case basis. For example, during the 2024 fiscal year, Mr. Diaz received paid commuting expenses of $15,271. During fiscal year 2024, Mr. Riggsbee received paid commuting expenses of $1,535 and, pursuant to Mr. Riggsbee's separation agreement, which is described in more detail below, $22,089 in COBRA premium payments. Mr. Riggsbee also received $21,709 in consulting fees under the Riggsbee Separation Agreement (as defined below). Separation Payments. We may provide certain compensation benefits in connection with the retirement or departure of our executive officers based on their accomplishments and tenure of employment with us and as consideration for them agreeing to a customary release of claims and certain restrictive covenants. For example, on December 15, 2023, in connection with Mr. Riggsbee's resignation from his position as Chief Financial Officer, effective as of January 29, 2024, we entered into a Separation and Consulting Agreement and Release of Claims with Mr. Riggsbee (the "Riggsbee Separation Agreement"). Under the Riggsbee Separation Agreement, Mr. Riggsbee received certain compensation and other benefits in consideration for, among other things, his compliance with certain restrictive covenants, including customary non-compete and non-solicitation covenants, a typical release of claims, his consulting services, and his nine years of distinguished service with us. The terms of the Riggsbee Separation Agreement are set forth in more detail under "Narrative Disclosure to Summary Compensation Table and 2024 Fiscal Year Grants of Plan-Based Awards Table" later in this proxy statement section. Compensation Objectives The primary objectives of our CHCC in establishing and maintaining our executive compensation programs are to: •Attract and retain the best possible executive talent; •Motivate our executive officers to enhance our growth and profitability; •Increase long-term stockholder value; and •Reward the executive officers for their contribution to our growth, profitability and increased stockholder value through the recognition of individual leadership, initiatives, achievements and other contributions. The specific directives of the CHCC are to provide appropriate short- and long-term compensation and incentives, in the form of cash and equity, that motivate and reward the accomplishment of individual and corporate objectives and that align executive officer compensation with the creation of stockholder value. Though the greater weight in determining executive compensation will be given to objective financial metrics and Company performance, such as revenue, adjusted operating income, adjusted EPS, and relative total stockholder return, the CHCC has adopted and implemented a compensation plan where our executive officers’ short-term incentive award is based in part on a variety of factors set forth in MBOs. Role of Management in Our Compensation Program Our management, including our Chief Executive Officer, supports the CHCC, attends portions of its meetings upon request, and performs various administrative functions at its request. Our Chief Executive Officer provides input to the CHCC on the effectiveness of our compensation program and makes specific recommendations as to the base salary amounts, short-term incentive award amounts, and equity incentive awards for the executive officers, other than for himself. At the end of each fiscal year, our Chief Executive Officer evaluates the annual performance of each of our executive officers, including an assessment of the accomplishment of each executive officer’s MBOs, and submits his calculations and recommendations to the CHCC which then determines a short-term incentive award amount for the concluding fiscal year, the base salary amount for the ensuing fiscal year, and long-term equity incentive compensation for each of the executive officers. The CHCC makes its review and determinations of the Chief Executive Officer's base salary, short-term incentive award, and long-term equity incentive compensation without any recommendations from him. Our Chief Executive Officer is excused from all meetings, and is not present, where decisions pertaining to his compensation are discussed, determined and approved by the CHCC. Termination and Change-of-Control-Based Compensation To address the possibility of a change of control of the Company, or an abrupt termination for business necessity, and the potential that the uncertainty and questions such possibility may raise among key personnel could result in the departure or distraction of key personnel to the detriment of us and our stockholders, we entered into a Severance and Change of Control Agreement with each of our executive officers, other than Mr. Diaz, our Chief Executive Officer until April 30, 2025, whose arrangements with respect to severance and change of control of the Company are addressed in his employment agreement with us. The terms of the Severance and Change of Control Agreements include: •The change in ownership threshold required to constitute a change of control is 50%; •Double-trigger vesting (i.e., change of control and termination required for accelerated vesting and cash severance benefits); •Change of control severance payments of 1X salary and bonus (except, in the case of Mr. Raha, 1.5X salary and bonus); •Benefit (COBRA) payments for a maximum of 12 months (except, in the case of Mr. Raha, 18 months); and •Severance payments (1X salary and bonus) (except, in the case of Mr. Raha, 1.5X salary and bonus) and equity acceleration (two years of vesting) upon a termination without "Cause" or for "Good Reason" not in connection with a change of control. In connection with Mr. Raha's appointment as our Chief Executive Officer, effective April 30, 2025, we entered into a new Severance and Change of Control Agreement with Mr. Raha containing the terms noted above, except that Mr. Raha would be entitled to a severance payment of 2.0X salary and bonus and a change of control severance payment of 2.0X salary and bonus. Mr. Raha's new Severance and Change of Control Agreement becomes effective upon his appointment as our Chief Executive Officer on April 30, 2025. We believe that the terms of our Severance and Change of Control Agreements are consistent with those maintained by others in our industry and therefore are important for attracting and retaining key executive officers who are critical to our long-term success. The potential benefits provided under the Severance and Change of Control Agreements are in addition to the current compensation arrangements we have with our executive officers.
2024 Fiscal Year Named Executive Officer Compensation
To determine compliance with the stock ownership guidelines, the calculation method was modified so that shares of common stock and other forms of ownership are valued based on the common stock closing price as of the last day of the calendar year in which the phase-in period ends. Additionally, restrictions on the transfer of shares prior to meeting the ownership requirements were updated to require individuals to hold 50% of any shares acquired through the vesting of restricted stock units or the exercise of stock options, excluding shares sold to cover tax liabilities, until the required ownership multiple is met. Previously, restrictions on the transfer of shares prior to meeting the ownership requirements required that each individual not sell more than 50% of his or her then current total holdings of common stock and common stock option awards. The details of the stock ownership guidelines applicable to our directors and executive officers, including our NEOs, are outlined below.
2024 Fiscal Year Named Executive Officer Compensation
| Feature | Guidelines | | Ownership Multiple | Director = 5x annual cash retainer CEO = 6x annual base salary Chief Operating Officer; Chief Commercial Officer; Chief Financial Officer: 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 initial adoption of the stock ownership guidelines. | | Shares That Count Towards Requirement | Shares owned directly or indirectly, including restricted stock units subject to only time-based vesting requirements, 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 and other forms of ownership are valued at the common stock closing price as of the evaluation date. The evaluation date to determine common stock ownership at the end of each director's and executive officer's five-year phase-in period shall be measured as of the last day of the calendar year in which such phase-in period ends. | | Restrictions on the Transfer of Shares Prior to Meeting Requirements | Individual is required to hold 50% of any shares of common stock acquired upon the vesting of restricted stock units and the exercise of stock options which have been awarded by the company (excluding shares sold to fund tax liabilities associated with the receipt or vesting of equity-based awards) until the required ownership multiple is met. If the required ownership multiple is not met at any time following the five-year phase-in period, the individual will be prohibited from selling any shares until the required ownership multiple is met and maintained (excluding shares sold to fund tax liabilities associated with the receipt or vesting of equity-based awards). |
Summary Compensation Table
Summary Compensation Table The following table shows the total compensation paid or accrued during the 2024, 2023, and 2022 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, 2024 and (2) our three next most highly-compensated executive officers during the year ended December 31, 2024, who were serving as executive officers as of December 31, 2024.
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 (5) | 2024 | $1,120,875 | $— | $11,113,514 | $— | $1,356,750 | $39,461 | $13,630,599 | | | 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 | | Scott J. Leffler Chief Financial Officer | 2024 | $487,572 | $400,000 | $4,792,601 | | $428,539 | $44,458 | $6,153,170 | | R. Bryan Riggsbee Former Chief Financial Officer (6) | 2024 | $70,555 | $— | $— | $— | $— | $49,296 | $119,851 | | | 2023 | $562,324 | $— | $4,812,936 | $— | $431,797 | $29,708 | $5,836,765 | | | 2022 | $544,877 | $— | $2,025,632 | $— | $274,548 | $25,722 | $2,870,779 | | Samraat S. Raha Chief Operating Officer (7) | 2024 | $750,000 | $— | $2,910,681 | $— | $706,500 | $22,146 | $4,389,327 | | | 2023 | $14,368 | $500,000 | $4,502,658 | | $— | $390 | $5,017,416 | | Mark S. Verratti Chief Commercial Officer (8) | 2024 | $552,344 | $— | $2,646,082 | $— | $489,720 | $24,072 | $3,712,217 | | | 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 | | Dale Muzzey, Ph.D. Chief Scientific Officer | 2024 | $499,350 | $— | $2,222,701 | $— | $265,100 | $18,727 | $3,005,878 | | | 2023 | $443,750 | $111,039 | $1,415,045 | $— | $250,650 | $11,066 | $2,231,550 |
Summary Compensation Table
(1)During fiscal year 2024, Mr. Leffler received a sign-on bonus of $400,000, which was paid in February 2024. Mr. Leffler'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. Leffler's employment. During fiscal year 2023, Dr. Muzzey received a one-time retention bonus of $111,039. In connection with the commencement of Mr. Raha's employment in December 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 2024 fiscal year, 2023 fiscal year, and the 2022 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 2024, 2023, and 2022 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 2024 fiscal year, the potential value of the restricted stock unit awards assuming maximum level of performance is as follows: Mr. Diaz: $14,045,268, Mr. Leffler: $5,351,027, Mr. Raha: $3,678,516, Mr. Verratti: $3,344,117 and Dr. Muzzey: $2,809,047. 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, 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, and Mr. Verratti: $1,575,405. 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 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 2022, 2023 and 2024, the amounts reported in this column reflect the actual cash incentive awards paid. (4)During fiscal year 2024, Mr. Diaz received paid commuting expenses of $15,271. During fiscal year 2024, Mr. Leffler received paid commuting expenses of $25,736. During fiscal year 2024, Mr. Riggsbee received paid commuting expenses of $1,535 and Cobra premium payments of $22,089 pursuant to the terms of the Riggsbee Separation Agreement. Mr. Riggsbee also received $21,709 in consulting fees under the Riggsbee Separation Agreement. Amounts shown for fiscal year 2024 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. Riggsbee) at our annual President's Club event to recognize our highest performing sales employees, and contributions made under our Health Savings Account and 401(k) plans on behalf of each NEO. Each of our NEOs (other than Mr. Riggsbee, Mr. Leffler and Dr. Muzzey) received $13,800 in matching contributions under our 401(k) plan during fiscal year 2024. Mr. Leffler received $11,500, Mr. Riggsbee received $2,702, and Dr. Muzzey received $10,559 in matching contributions under our 401(k) plan during fiscal year 2024. (5)Mr. Diaz announced that he will resign from his position as President and Chief Executive Officer effective April 30, 2025. (6)Mr. Riggsbee resigned from his position as Chief Financial Officer, effective January 29, 2024. Thereafter, Mr. Riggsbee transitioned to providing consulting services to the Company until March 31, 2024. (7)Mr. Raha will succeed Mr. Diaz as President and Chief Executive Officer effective April 30, 2025. (8)Mr. Verratti will succeed Mr. Raha as Chief Operating Officer effective April 30, 2025.
2024 Fiscal Year Grants of Plan-Based Awards
2024 Fiscal Year Grants of Plan-Based Awards The following tables show information regarding grants of non-equity and equity awards that we made during the year ended December 31, 2024 to each of the executive officers (except for Mr. Riggsbee, who resigned from his position as Chief Financial officer, effective January 29, 2024, and did not receive any such awards) named in the Summary Compensation Table.
2024 Fiscal Year Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (# of units) | All Other Option Awards: Number of Securities Underlying Options (# of shares) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | | | | | | Paul J. Diaz | Short-term Cash Incentive Bonus | | 562,500 | 1,125,000 | 1,687,500 | | | | | | | | | | Time-Based RSUs | 3/14/2024 | | | | | | | 246,248 (3) | | | $5,250,007 | | | PSUs | 3/14/2024 | | | | 184,685 | 246,247 | 369,371 | | | | $5,863,507 | | Scott J. Leffler | Short-term Cash Incentive Bonus | | 206,250 | 412,500 | 618,750 | | | | | | | | | | Time-Based RSUs | 1/29/2024 | | | | | | | 117,770 (4) | | | $2,675,734 | | | Time-Based RSUs | 3/14/2024 | | | | | | | 46,905 (3) | | | $1,000,015 | | | PSUs | 3/14/2024 | | | | 35,178 | 46,904 | 70,356 | | | | $1,116,852 | | Samraat S. Raha | Short-term Cash Incentive Bonus | | 281,250 | 562,500 | 843,750 | | | | | | | | | | Time-Based RSUs | 3/14/2024 | | | | | | | 64,494 (3) | | | $1,375,012 | | | PSUs | 3/14/2024 | | | | 48,370 | 64,493 | 96,740 | | | | $1,535,669 | | Mark Verratti | Short-term Cash Incentive Bonus | | 210,000 | 420,000 | 630,000 | | | | | | | | | | Time-Based RSUs | 3/14/2024 | | | | | | | 58,631 (3) | | | $1,250,013 | | | PSUs | 3/14/2024 | | | | 43,973 | 58,630 | 87,945 | | | | $1,396,069 | | Dale Muzzey, Ph.D. | Short-term Cash Incentive Bonus | | 126,600 | 253,200 | 379,800 | | | | | | | | | | Time-Based RSUs | 3/14/2024 | | | | | | | 49,250 (3) | | | $1,050,010 | | | PSUs | 3/14/2024 | | | | 36,937 | 49,249 | 73,874 | | | | $1,172,691 |
2024 Fiscal Year Grants of Plan-Based Awards
(1)The amounts represent the threshold, target, and maximum estimated payouts for awards granted under our 2024 fiscal year short-term cash incentive program. The actual value of the bonuses paid to our NEOs for the 2024 fiscal year can be found above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For additional information regarding the 2024 fiscal year short-term cash incentive program, please see the section above entitled “2024 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 14, 2024. Performance is based on revenue and adjusted EPS targets and relative total stockholder return measured against the IXHC using the 20-trading day average at the beginning and end of the measurement period. The revenue and adjusted EPS metrics will be measured based on fiscal year 2026 results and the measurement period for the relative total stockholder return metric is January 1, 2024 to December 31, 2026. To the extent that the PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 14, 2027. (3)The amounts represent the number of time-based RSUs granted to Mr. Diaz, Mr. Leffler, Mr. Raha, Mr. Verratti, and Dr. Muzzey on March 14, 2024. The RSUs awarded to Mr. Diaz, Mr. Leffler, Mr. Raha, Mr. Verratti and Dr. Muzzey vest 33.3% on March 14, 2025, 33.3% on March 14, 2026, and 33.3% on March 14, 2027. (4)Represents time-based RSUs granted to Mr. Leffler on January 29, 2024 as a new hire equity grant. These RSUs vest 25% on January 29, 2025, 25% on January 29, 2026, 25% on January 29, 2027, and 25% on January 29, 2028. (5)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 14, 2024, are based on the closing price of our common stock on the Nasdaq Global Select Market on March 14, 2024 of $21.32, (b) in the case of PSUs that vest based on performance and market conditions that were granted on March 14, 2024, are based on a weighted value per award of $23.81 (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 14, 2023 of $21.32 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 $28.87), (c) in the case of RSUs granted to Mr. Leffler on January 29, 2024, are based on the closing price of our common stock on the Nasdaq Global Select Market on January 29, 2024 of $22.72.
Narrative Disclosure to Summary Compensation Table and 2024 Fiscal Year Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and 2024 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 of Control Agreement with each NEO other than Mr. Diaz. These agreements, which are discussed below under “Potential Payments Upon Termination or Change of 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 $1,120,875 for the 2024 fiscal year. His incentive cash bonus for the 2024 fiscal year was $1,356,750. On March 14, 2024, Mr. Diaz was granted 246,247 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on fiscal year 2026 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2026, and 246,248 RSUs, which are subject to time-based vesting requirements (33.3% vesting each year over a three-year period). On February 24, 2025, Mr. Diaz notified the Board that he will step down from his position as our President and Chief Executive Officer, and resign from the Board, in each case, effective as of the Transition Effective Date. In connection with Mr. Diaz's resignation, we entered into a consulting agreement with Mr. Diaz under which Mr. Diaz has agreed to serve as an advisor to the Company for one year following the Transition Effective Date to help ensure a smooth transition of his duties. Pursuant to the consulting agreement, (i) we will pay Mr. Diaz his prorated short-term bonus under his current employment agreement at target through the Transition Effective Date of $375,000 (payable in 12 equal monthly installments over the consulting term) and (ii) each of Mr. Diaz’s outstanding equity awards will remain eligible for vesting through the end of the consulting term and remain exercisable in accordance with their respective terms under the Company’s 2017 Employee, Director, and Consultant Equity Incentive Plan. Mr. Leffler was appointed to the position of Chief Financial Officer on January 29, 2024, and entered into an employment agreement with us in connection therewith. Pursuant to the terms of Mr. Leffler's employment agreement, Mr. Leffler's annual base salary during fiscal year 2024 was $550,000 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. Leffler received a sign-on bonus in the amount of $400,000, which was paid in February 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. Leffler's employment. Mr. Leffler also received an initial one-time grant of 117,770 time-based restricted stock units, which vest in four equal installments on each of the first four anniversaries of Mr. Leffler's start date subject to his continued employment us, in connection with the commencement of his employment with us on January 29, 2024. His incentive cash bonus for the 2024 fiscal year was $428,539. On March 15, 2024, Mr. Leffler was granted 46,904 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on fiscal year 2026 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2026, and 46,905 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. On December 15, 2023, Mr. Riggsbee notified the Company that he was resigning 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 date he 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. No other compensation or severance payments were made to Mr. Riggsbee in connection with his separation from us.
Narrative Disclosure to Summary Compensation Table and 2024 Fiscal Year Grants of Plan-Based Awards Table
Mr. Raha was appointed to the position of Chief Operating Officer on December 11, 2023, and entered into an employment agreement with us in connection therewith. As determined by our CHCC, he received a salary of $750,000 for the 2024 fiscal year. His incentive cash bonus for the 2024 fiscal year was $706,500. On March 14, 2024, Mr. Raha was granted 64,493 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on fiscal year 2026 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2026, and 64,494 RSUs, which are subject to time-based vesting requirements (33.3% vesting each year over a three-year period). On February 24, 2025, the Board appointed Mr. Raha to succeed Mr. Diaz as our President and Chief Executive Officer on the Transition Effective Date. In connection with his new appointment, we entered into the Raha Employment Agreement with Mr. Raha setting his annual base salary at $920,000, with a target annual bonus equal to 100% of his annual base salary upon achievement of goals to be established by the CHCC each fiscal year and eligibility to participate in our annual long-term incentive compensation program. The Raha Employment Agreement also provides for a one-time grant of 141,050 RSUs subject to performance-based vesting in four equal installments based upon the achievement of certain stock price targets, provided that no portion of these RSUs will vest earlier than the first anniversary of the Transition Effective Date. Mr. Raha will also be entitled to an additional 2025 equity award grant of RSUs valued at up to $6,000,000 in accordance with our 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. 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 $552,344 for the 2024 fiscal year. His incentive bonus for the 2024 fiscal year was $489,720. On March 14, 2024, Mr. Verratti was granted 58,630 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on fiscal year 2026 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2026, and 58,631 RSUs, which are subject to time-based vesting requirements (33.3% vesting each year over a three-year period). On February 24, 2025, the Board appointed Mark S. Verratti as our Chief Operating Officer, effective on the Transition Effective Date. In connection with his new appointment, we entered into the Verratti Employment Agreement setting forth Mr. Verratti’s compensation consisting of an annual base salary of $660,000, annual target cash bonus equal to 75% of his annual base salary upon achievement of goals to be established by the CHCC or our Chief Executive Officer each fiscal year and eligibility to participate in our annual long-term incentive compensation program. The Verratti Employment Agreement also provides for a one-time grant of 105,785 RSUs in connection with his promotion which are subject to performance-based vesting in four equal installments based upon the achievement of certain stock price targets, provided that no portion of these RSUs will vest earlier than the first anniversary of the Transition Effective Date. The Verratti Employment Agreement also provides that Mr. Verratti will be eligible for a grant in 2025 of an additional equity award of restricted stock units valued at up to $2,750,000 in accordance with our 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. 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 $499,350 for the 2024 fiscal year. His incentive bonus for the 2024 fiscal year was $265,100. On March 14, 2024, Dr. Muzzey was granted 49,249 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on fiscal year 2026 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2026, and 49,250 RSUs, which are subject to time-based vesting requirements (33.3% vesting each year over a three-year period).
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table shows the grants of stock options, RSUs and PSUs outstanding as of December 31, 2024, to each of our NEOs.
Outstanding Equity Awards at 2024 Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 | 342,040 (1) | | $13.38 | 08/13/2027 | | | | | | | 08/13/2020 | 203,452 (2) | 135,636 (2) | $13.38 | 08/13/2027 | | | | | | | 03/24/2021 | | | | | 39,978 | $548,098 | | | | | 03/24/2021 | | | | | 58,567 | $802,954 | | | | | 03/22/2022 | | | | | 86,572 | $1,186,902 | | | | | 03/22/2022 | | | | | | | 173,143 | $2,373,791 | | | 03/15/2023 | | | | | 131,348 | $1,800,781 | | | | | 03/15/2023 | | | | | | | 197,023 | $2,701,185 | | | 03/14/2024 | | | | | 246,248 | $3,376,060 | | | | | 03/14/2024 | | | | | | | 246,247 | $3,376,046 |
Outstanding Equity Awards at 2024 Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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) | | Scott J. Leffler | 01/29/2024 | | | | | 117,770 | $1,614,627 | | | | | 03/14/2024 | | | | | 46,905 | $643,068 | | | | | 03/14/2024 | | | | | | | 46,904 | $643,054 | | R. Bryan Riggsbee | 03/22/2022 | | | | | | | 36,865 | $505,419 | | Samraat S. Raha | 12/11/2023 | | | | | 177,270 | $2,430,372 | | | | | 03/14/2024 | | | | | 64,494 | $884,213 | | | | | 03/14/2024 | | | | | | | 64,493 | $884,199 | | Mark S. Verratti | 03/24/2021 | | | | | 3,860 | $52,921 | | | | | 03/24/2021 | | | | | 5,654 | $77,516 | | | | | 09/21/2021 | | | | | 2,500 | $34,275 | | | | | 03/22/2022 | | | | | 9,618 | $131,863 | | | | | 03/22/2022 | | | | | | | 19,238 | $263,753 | | | 04/14/2022 | | | | | 5,000 | $68,550 | | | | | 03/15/2023 | | | | | 26,269 | $360,148 | | | | | 03/15/2023 | | | | | | | 39,404 | $540,229 | | | 03/14/2024 | | | | | 58,631 | $803,831 | | | | | 03/14/2024 | | | | | | | 58,630 | $803,817 | | Dale Muzzey, Ph.D. | 03/24/2021 | | | | | 1,083 | $14,848 | | | | | 03/24/2021 | | | | | 1,586 | $21,744 | | | | | 12/08/2021 | | | | | 1,500 | $20,565 | | | | | 03/22/2022 | | | | | 8,008 | $109,790 | | | | | 03/22/2022 | | | | | | | 16,016 | $219,579 | | | 04/14/2022 | | | | | 3,750 | $51,413 | | | | | 03/15/2023 | | | | | 18,972 | $260,106 | | | | | 03/15/2023 | | | | | | | 28,459 | $390,173 | | | 03/14/2024 | | | | | 49,250 | $675,218 | | | | | 03/14/2024 | | | | | | | 49,249 | $675,204 |
Outstanding Equity Awards at 2024 Fiscal Year End
(1)Represents time-based non-qualified stock options for the purchase of 342,040 shares of common stock, which options have fully vested 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, 2024, 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 or providing services to 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. (4)The market value of restricted stock unit awards is determined by multiplying the number of shares by $13.71, the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2024, the last trading day of the 2024 fiscal year. (5)Represents PSUs granted (at target performance level) on March 22, 2022, March 15, 2023, and March 14, 2024 to certain of our NEOs. The performance metrics for the 2022 PSUs consist of revenue and adjusted EPS measured based on fiscal year 2024 results and relative total stockholder return for the period from January 1, 2022 to December 31, 2024. To the extent that the 2022 PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 22, 2025. The performance metrics for the 2023 PSUs consist of revenue and adjusted EPS measured based on fiscal year 2025 results and relative total stockholder return for the period from January 1, 2023 to December 31, 2025. To the extent that the 2023 PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 15, 2026. The performance metrics for the 2024 PSUs consist of revenue and adjusted EPS measured based on fiscal year 2026 results and relative total stockholder return for the period from January 1, 2024 to December 31, 2026. To the extent that the 2024 PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 14, 2027.
2024 Fiscal Year Option Exercises and Stock Vested
2024 Fiscal Year Option Exercises and Stock Vested The following table shows information regarding exercises of options to purchase our common stock and the vesting of restricted stock units held by our NEOs during the year ended December 31, 2024. Because Mr. Leffler joined us on January 29, 2024, none of his restricted stock units vested during the year ended December 31, 2024.
2024 Fiscal Year Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Paul J. Diaz | | | 368,692 | $9,086,220 | | R. Bryan Riggsbee | | | 157,634 | $3,433,731 | | Samraat S. Raha | | | 59,090 | $857,396 | | Mark S. Verratti | | | 51,916 | $1,188,641 | | Dale Muzzey, Ph.D. | | | 19,685 | $422,090 |
2024 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 $19.14, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to January 1, 2024, for shares which vested on that date, (b) by $23.25, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to February 18, 2024, for shares which vested on that date, (c) by $21.16, the closing price of our common stock on the Nasdaq Global Select Market on March 15, 2024, for shares which vested on that date, (d) by $22.24, the closing price of our common stock on the Nasdaq Global Select Market on March 22, 2024, for shares which vested on that date, (e) by $22.24, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to March 24, 2024, for shares which vested on that date, (f) by $21.32, the closing price of our common stock on the Nasdaq Global Select Market on March 28, 2024, for shares which vested on that date, (g) by $19.55, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to April 14, 2024, for shares which vested on that date, (h) by $28.18, the closing price of our common stock on the Nasdaq Global Select Market on August 13, 2024, for shares which vested on that date, (i) by $27.64, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to September 21, 2024, for shares which vested on that date, (j) by $24.37, the closing price of our common stock on the Nasdaq Global Select Market on October 9, 2024, for shares which vested on that date, (k) by $14.51, the closing price of our common stock on the Nasdaq Global Select Market on December 11, 2024, for shares which vested on that date.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Severance and Change of Control Agreements We have entered into Severance and Change of Control Agreements (the "Severance and Change of 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 of control benefits, which are discussed below. Under the terms of the Severance and Change of 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. In connection with Mr. Raha's appointment as our Chief Executive Officer, effective April 30, 2025, we entered into a new Severance and Change of Control Agreement with Mr. Raha containing the terms noted above, except that Mr. Raha would be entitled to a severance payment of 2.0X salary and bonus and a change of control severance payment of 2.0X salary and bonus. 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 of 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 of 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 of Control Agreement; or (iii) a material breach by the Company of the Severance and Change of 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 of 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.
Potential Payments Upon Termination or Change of Control
•“Change of 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 of 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.
Potential Payments Upon Termination or Change of 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. On February 24, 2025, Mr. Diaz announced that he will resign from his position as President and Chief Executive Officer effective April 30, 2025. On February 24, 2025, we entered into a consulting agreement with Mr. Diaz, as described above. Death or Disability In accordance with the Severance and Change of Control Agreements for our executive officers, except for Mr. Diaz, whose benefits are governed by his employment agreement, if an executive officer's or Mr. Diaz's employment is terminated due to death or disability, then the executive officer or Mr. Diaz (or their estate) will receive: •A lump-sum payment in an amount equal to the pro-rated portion of the executive officer's target annual bonus for the fiscal year in which the separation occurs, based on the portion of the year worked prior to separation; and •Pro-rata vesting of the executive officer's time-based equity awards based on the period of employment between the most recent vesting date prior to the separation date and the separation date, including any time-based vesting of performance-based awards that the CHCC determines to have been earned. Riggsbee Separation Agreement 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 was 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 provided 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 (“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 $23.26, were accelerated pursuant to the terms of the Riggsbee Separation Agreement. Summary of Potential Payments The following table summarizes the potential payments to Mr. Leffler, Mr. Raha, Mr. Verratti, and Dr. Muzzey under the Severance and Change of Control Agreements, and Mr. Diaz under his employment agreement, in connection with (i) a termination without Cause or a separation for Good Reason following a Change of Control, (ii) a termination without Cause or a separation for Good Reason independent of a Change of Control or (iii) a termination due to death or disability, in each case assuming such termination or separation occurred as of December 31, 2024.
Potential Payments Upon Termination or Change of Control
| Named Executive Officer | Executive Benefits and Payments Upon Termination | Change of Control and Involuntary Termination Without Cause or for Good Reason ($) (1) | Involuntary Termination Without Cause or for Good Reason ($) (1) | Death or Disability ($) (1) | | | Base salary | $2,250,000 | $2,250,000 | $— | | | Bonus | $3,375,000 | $3,375,000 | $1,125,000 | | Paul J. Diaz (2) | Stock option, RSU and PSU acceleration (3) | $16,210,577 | $12,553,195 | $2,977,689 | | | COBRA benefits | $49,473 | $49,473 | $— | | | Total | $21,885,050 | $18,227,668 | $4,102,689 | | | Base salary | $550,000 | $550,000 | $— | | | Bonus | $793,443 | $793,443 | $380,943 | | Scott J. Leffler | RSU and PSU acceleration (4) | $2,900,748 | $1,766,818 | $530,792 | | | COBRA benefits | $32,982 | $32,982 | $— | | | Total | $4,277,173 | $3,143,243 | $911,734 | | | Base salary | $1,125,000 | $1,125,000 | $— | | | Bonus | $1,125,000 | $1,125,000 | $562,500 | | Samraat S. Raha (5) | RSU and PSU acceleration (4) | $4,198,783 | $2,430,776 | $221,053 | | | COBRA benefits | $49,473 | $49,473 | $— | | | Total | $6,498,256 | $4,730,249 | $783,553 | | | Base salary | $560,000 | $560,000 | $— | | | Bonus | $840,000 | $840,000 | $420,000 | | Mark S. Verratti | RSU and PSU acceleration (4) | $3,136,903 | $2,266,102 | $531,854 | | | COBRA benefits | $32,982 | $32,982 | $— | | | Total | $4,569,885 | $3,699,084 | $951,854 | | | Base salary | $506,400 | $506,400 | $— | | | Bonus | $506,400 | $506,400 | $253,200 | | Dale Muzzey, Ph.D. | RSU and PSU acceleration (4) | $2,438,639 | $1,707,169 | $352,100 | | | COBRA benefits | $32,982 | $32,982 | $— | | | Total | $3,484,421 | $2,752,951 | $605,300 |
Potential Payments Upon Termination or Change of 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, 2024 by the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2024, the last trading day of the 2024 fiscal year, of $13.71. 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, 2024 by the difference between (i) the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2024, the last trading day of the 2024 fiscal year, of $13.71 and (ii) the respective exercise price of such stock options. (2)Mr. Diaz announced that he will resign from his position as President and Chief Executive Officer effective April 30, 2025. On February 24, 2025, the Company entered into a consulting agreement with Mr. Diaz, as described above. (3)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, 2024 were assumed to be achieved. In the case of a termination without Cause or a separation for Good Reason independent of a Change of Control, vesting of Mr. Diaz's time-based stock options, RSUs and PSUs was accelerated by two years from December 31, 2024, on a monthly basis. (4)PSUs for Mr. Leffler, Mr. Raha, 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 of Control, vesting of RSUs and, if applicable, PSUs for Mr. Leffler, Mr. Raha, Mr. Verratti and Dr. Muzzey was accelerated by two years from December 31, 2024, on a monthly basis. (5)In connection with Mr. Raha's appointment as our Chief Executive Officer, effective April 30, 2025, we entered into a new Severance and Change of Control Agreement with Mr. Raha, as described above.
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, 2024, our employee population consisted of 2,739 employees, 2,722 of which are U.S. employees and 17 of which are international employees. Of the 17 international employees, eight are located in Japan, six in Germany, two in Switzerland, and one in the United Kingdom. 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, 2024. The total fiscal year 2024 compensation of the employee identified as our median employee (excluding our Chief Executive Officer) was $107,378 for the year ended December 31, 2024. The total 2024 fiscal year compensation of our Chief Executive Officer for purposes of determining the CEO Pay Ratio was $13,630,599 for the year ended December 31, 2024. Based on the foregoing information, for the 2024 fiscal year, the ratio of the total fiscal year 2024 compensation of our Chief Executive Officer to the total fiscal year 2024 compensation of our median employee was estimated to be 127 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.
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 2024, 2023, 2022, 2021, the 2020 transition period ended December 31, 2020, and the previous 2020 fiscal year that ended June 30, 2020.
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 $ | Compensation Actually Paid to Second PEO1,3,4 $ | Compensation Actually Paid to Third PEO1,3,4 $ | Average Summary Compensation Table Total for Non-PEO NEOs1 $ | Average Compensation Actually Paid to Non-PEO NEOs1,3,4 $ | Value of Initial Fixed $100 Investment on June 30, 2019 Based on: | | Net Income (Loss) $(millions) | Revenue7 $(millions) | | | | | | | | | | | Total Shareholder Return5 | Peer Group Total Shareholder Return6 | | | | 2024 | 13,630,599 | — | — | 7,211,120 | — | — | 3,476,089 | 2,138,230 | 49.35 | 116.11 | (127.3) | 837.6 | | 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 |
Pay Versus Performance
(1) The NEOs in each disclosure year represent the following individuals:
Pay Versus Performance
| Year | First PEO | Second PEO | Third PEO | NEOs included in Average | | 2024 | Paul Diaz | — | — | R. Bryan Riggsbee, Scott J. Leffler, Dale Muzzey, Mark Verratti, Samraat S. Raha | | 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 |
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").
Pay Versus Performance
| | 2024 | | 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 | 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 ($) | 13,630,599 | 3,476,089 | 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 ($) | 11,113,514 | 2,514,413 | 9,796,451 | 3,299,996 | 9,513,661 | 1,890,185 | 9,869,920 | 1,649,044 | 8,394,628 | 1,264,541 | 1,075,166 | 3,461,500 | 4,489,500 | 1,149,312 | | Reported SCT Option Award Value ($) | — | — | — | — | — | — | — | — | 5,500,006 | — | — | — | — | — | | Equity Award Adjustments | | | | | | | | | | | | | | | | Year-end Fair Value of Unvested Awards Granted in the Applicable Fiscal Year ($) | 6,989,389 | 1,567,704 | 7,979,605 | 1,943,821 | 5,183,465 | 576,200 | 10,879,576 | 1,740,847 | 20,066,953 | 2,023,026 | 1,654,258 | 1,598,940 | 348,705 | 319,334 | | Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Applicable Fiscal Year End ($) | (4,930,228) | (467,816) | 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 ($) | 2,634,874 | 76,666 | 1,870,743 | 154,543 | (314,575) | (379,031) | 7,715,799 | 885,690 | — | 66,338 | 36,302 | 80,667 | 217,068 | (260,876) | | Compensation Actually Paid ($) | 7,211,120 | 2,138,230 | 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 |
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 2024, 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, December 31, 2023 and December 31, 2024, respectively. (6) The peer group total shareholder return represents the total shareholder return of the IXHC in line with the stock performance graph included in our Annual Report to stockholders for the year ended December 31, 2024 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.
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 2024, 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 (loss) and revenue for the periods presented. (1) PEO data for fiscal years 2024, 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 5.5 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.
Director Compensation
Director Compensation The following table shows the total compensation paid or accrued during the year ended December 31, 2024 to each of our non-employee directors who served during fiscal year 2024. Directors who are employed by us are not compensated for their service on our Board.
Director Compensation
| | Fees Earned or | Stock | | | Name | Paid in Cash ($) | Awards ($) | Total ($) | | Paul Bisaro | $99,346 | $349,999 (1) | $449,345 | | Mark S. Davis | $— | $349,997 (2) | $349,997 | | Heiner Dreismann, Ph.D. | $93,500 | $349,999 (1) | $443,499 | | Rashmi Kumar | $83,500 | $349,999 (1) | $433,499 | | Lee N. Newcomer, M.D. | $98,000 | $349,999 (1) | $447,999 | | S. Louise Phanstiel | $213,500 | $349,999 (1) | $563,499 | | Colleen F. Reitan | $93,500 | $349,999 (1) | $443,499 | | Daniel M. Skovronsky, M.D., Ph.D. | $83,500 | $349,999 (1) | $433,499 | | Daniel K. Spiegelman (3) | $38,198 | $— | $38,198 | | (1) Amounts shown reflect the grant date fair value of an award of 15,695 RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the number of shares by $22.30, the closing price of our common stock on the Nasdaq Global Select Market on June 6, 2024, the date of the grant. These RSUs awarded to certain of our non-employee directors following the 2024. Annual Meeting of Stockholders held on June 6, 2024 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) Mr. Davis was appointed as a director of the Company on December 10, 2024. Amount shown reflects the grant date fair value of an award of 22,816 RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the number of shares by $15.34, the closing price of our common stock on the Nasdaq Global Select Market on December 10, 2024, the date of the grant. These RSUs awarded to Mr. Davis vest on December 10, 2025. | | | | | (3) Mr. Spiegelman's term as a director expired on June 6, 2024. | | | |
Director Compensation
The following table shows unvested RSUs for each non-employee director as of December 31, 2024.
Director Compensation
| | Unvested | | Name | RSUs | | Paul Bisaro | 15,695 | | Heiner Dreismann, Ph.D. | 15,695 | | Rashmi Kumar | 15,695 | | Lee N. Newcomer, M.D. | 15,695 | | S. Louise Phanstiel | 15,695 | | Colleen F. Reitan | 15,695 | | Daniel M. Skovronsky, M.D., Ph.D. | 15,695 | | Mark S. Davis | 22,816 |
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. 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
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 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 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 | |
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 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.
Election of Directors
Election of Directors The Board currently consists of nine members, classified as follows: S. Louise Phanstiel, Mark S. Davis, and Daniel M. Skovronsky M.D., Ph.D. constitute a class with a term ending at the 2027 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. On February 24, 2025, Mr. Diaz resigned from the Board effective April 30, 2025. Subsequently, the Board appointed Samraat S. Raha to the Board as a Class II Director, effective April 30, 2025, to fill the vacancy that resulted from Mr. Diaz's resignation. The Board accepted the recommendation of the NGC and unanimously resolved to nominate Heiner Dreismann, Ph.D., Samraat S. Raha, and Colleen F. Reitan for election at the Annual Meeting for a term to serve until the 2028 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 2028 Annual Meeting, the NGC and the Board considered, among other things, their qualifications, experiences, and contributions to Myriad. With respect to Dr. Dreismann, the Board and NGC considered his business and management experience, his tenure on the Board since June 2010, and his contributions to our research and development, product innovation, and long-term growth strategy. Regarding Mr. Raha, as part of his appointment as President and Chief Executive Officer, effective April 30, 2025, we agreed to nominate Mr. Raha for re-election to the Board for any succeeding term or terms as a Board member that commence during the term of his employment. In the case of Ms. Reitan, the Board and NGC considered her extensive reimbursement and managed care experience, as well as her service on the Board since 2019, and her contributions to our long-term growth strategy, reimbursement initiatives, risk management, and governance. Unless a stockholder has indicated otherwise on the proxy, the shares represented by a valid proxy will be voted FOR the election of Heiner Dreismann, Ph.D., Samraat S. Raha, and Colleen F. Reitan 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 NGC. The NGC 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 NGC’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 NGC 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.
Election of Directors
| ✓ | The Board Recommends the Election of Heiner Dreismann, Ph.D., Samraat S. Raha, and Colleen F. Reitan, and Proxies Solicited by the Board Will Be Voted in Favor of Such Directors Unless a Stockholder Has Indicated Otherwise on the Proxy. |