DEF 14A of Myriad Genetics Inc
Filed Apr 14, 2026 · FY20250000899923-26-000031
Voting Matters and Board Recommendations
| Name | Principal Occupation | Director Since | Independent | Board Committees | Other Public Company Boards | | Nominees for Election as Directors | | | | | | | Paul M. Bisaro | Former Executive Chairman, Amneal Pharmaceuticals, Inc. and President and Chief Executive Officer, Impax Laboratories, Inc. | 2022 | ☑ | CHCC, RPIC | ZTS | | 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 | | Continuing Directors | | | | | | | S. Louise Phanstiel * | Former Senior Executive, Elevance Health, Inc. (formerly WellPoint, Inc.) | 2009 | ☑ | AFC, NGC | BFLY | | 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 | | Heiner Dreismann, Ph.D. | Former Senior Executive, the Roche Group | 2010 | ☑ | CHCC^, RPIC | MYNZ | | Samraat S. Raha | President and Chief Executive Officer of Myriad Genetics, Inc. | 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 | | Daniel M. Skovronsky, M.D., Ph.D. | President, Lilly Research Laboratories, Chief Scientific Officer at Eli Lilly and Company | 2020 | ☑ | CHCC, RPIC | - |
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 two new independent directors, Mr. Bisaro and Mr. Davis, over the past four years. The Board accepted the recommendation of the NGC and unanimously resolved to nominate Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer for election at the Annual Meeting as Class III Directors to serve until the 2029 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 14, 2026, 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 | 67 | | | | | | Samraat S. Raha President, Chief Executive Officer, Director | 54 | | | | | | Paul M. Bisaro* Director | 65 | | | | | | Mark S. Davis Director | 63 | | | | | | Heiner Dreismann, Ph.D. Director | 72 | | | | | | Rashmi Kumar* Director | 56 | | | | | | Lee N. Newcomer M.D.* Director | 73 | | | | | | Colleen F. Reitan Director | 66 | | | | | | Daniel M. Skovronsky M.D., Ph.D. Director | 52 | | | | |
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 | | * | Class III Director up for re-election at the Annual Meeting |
Board Composition and Refreshment
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. Previously, she held several executive positions at Elevance Health, Inc., formerly WellPoint, Inc. from 1996 to 2007, including 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. Prior to her time at WellPoint, Ms. Phanstiel was a partner at the international services firm PricewaterhouseCoopers, LLP (formerly Coopers & Lybrand, LLP), where she specialized in insurance. Her 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 based on her extensive expertise in the healthcare industry, which 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, investment, and management expertise, resulting from her service as an executive and director of several publicly traded companies. Ms. Phanstiel also provides valuable institutional knowledge from her tenure as a director of Myriad since September 2009, and as Chair of the Board since March 2020. During this time, she has made significant contributions to Myriad, including navigating the Company through the COVID-19 pandemic, successfully overseeing the hiring of two Chief Executive Officers (Mr. Diaz and Mr. Raha), and presiding over the refreshment of our Board, which included the appointment of three new directors over the past five years, including Mr. Raha joining the Board on April 30, 2025, and the appointment of a new executive leadership team. | | Age: 67 | | | Director Since: 2009 | | | Committees: | | | | | | | |
Board Composition and Refreshment
| Samraat S. Raha | | | | Experience: | | | Samraat S. Raha has served as our President and Chief Executive Officer and a member of the Board since April 30, 2025. He joined Myriad in December 2023, initially serving as Chief Operating Officer where he focused on driving profitable growth by strengthening operations and enhancing the customer experience. Mr. Raha brings 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 based on his significant leadership experience in the life sciences and diagnostics industry, including expertise in general management, operations, and commercial strategy as well as his role as our President and Chief Executive Officer. 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: 54 | | | Director Since: 2025 | | | President and Chief Executive Officer | |
Board Composition and Refreshment
| Paul M. Bisaro | | | | Experience: | | | Paul M. Bisaro has served as a director of Myriad since October 31, 2022. Mr. Bisaro is an accomplished global business leader with more than 30 years of generic and branded pharmaceutical experience. He currently serves as a director of Keenova Therapeutics plc (formally Mallinckrodt plc) and has served as the Chair of the Governance and Compliance Committee. Mr. Bisaro previously served as Chairman of the board of directors of Mallinckrodt from February 2024 through its transition and rebrand as Keenova Therapeutics in November 2025, and also served as its Chairman of the Board during a prior term 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 experience includes serving as the Executive Chairman of Amneal Pharmaceuticals, Inc., from May 2018 until August of 2019. Prior to that role, from May 2017 to May 2018, he was President and Chief Executive Officer, and member of the board of directors, of Impax Laboratories, Inc., until its acquisition by Amneal Pharmaceuticals. Mr. Bisaro also 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. Earlier in his career, 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 J.D. from Catholic University of America in Washington, D.C. The Board has determined that Mr. Bisaro should serve on the Board based on his more than 25 years of business, management and leadership experience in the pharmaceutical industry and his proven track record of driving company growth through operational execution and corporate transformation. His extensive experience as a public company director, including his leadership as a board chair through complex corporate transformations, provides our Board with deep expertise in mergers and acquisitions, finance, accounting, and legal matters. | | Age: 65 | | | Director Since: 2022 | | | Committees: | | | | | | | |
Board Composition and Refreshment
| Mark S. Davis | | | | Experience: | | | Mark S. Davis has served as a director of Myriad since December 10, 2024. Mr. Davis currently serves as Senior Relationship and Growth Advisor for Cross Country Consulting, a position he has held since October 2024. Previously, Mr. Davis enjoyed a distinguished career at Deloitte & Touche LLP, serving from 1985 until September 2024. During his tenure at Deloitte, he held several senior leadership roles, including Audit Partner, National Managing Partner of Deloitte Private Enterprises, and Managing Partner of the Long Island office. Since July 2024, Mr. Davis has served on the board of directors of Yext, Inc., where he is a member of the audit committee. Mr. Davis is also a member of the Board of Trustees at Adelphi University, where he serves on the finance and investment committee as well as the audit committee. His former advisory involvements include serving as a member of the advisory board of NYU-Winthrop Hospital and on the Board of Governors of the Mill River Club. 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 based on his extensive expertise in financial accounting and public company reporting, developed over nearly four decades of 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, his deep background in corporate governance, acquisitions and public company matters make him a valuable member of our Board. | | Age: 63 | | | Director Since: 2024 | | | Committees: | | | | | | | |
Board Composition and Refreshment
| Heiner Dreismann, Ph.D. | | | | Experience: | | | Heiner Dreismann, Ph.D., has served as a director of Myriad since June 2010. Dr. Dreismann currently serves on the board of directors of Mainz Biomed N.V. and on a number of early-stage private company boards in the biotechnology industry. Previously, Dr. Dreismann 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's previous public board service includes Talis Biomedical Corporation, Med BioGene, Inc., Genenews Limited, Interpace Diagnostics and Ignyta, Inc. 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 based on his more than 20 years of business and managerial expertise at Roche, including specific expertise in developing and commercially launching diagnostic products. Furthermore, Dr. Dreismann possesses extensive experience in international markets, specifically in Europe, developed during his tenure as CEO of Roche Molecular Systems. His deep scientific background and technical expertise enable him to provide the Board with invaluable advice on product research and development. Additionally, his diversified background in managing and serving as a director of several biotechnology companies provides the Board with a broad perspective on industry trends and corporate governance. | | Age: 72 | | | Director Since: 2010 | | | Committees: | | | | | | | |
Board Composition and Refreshment
| Rashmi Kumar | | | | Experience: | | | Rashmi Kumar has served as a director of Myriad since September 2020. Ms. Kumar currently serves as Senior Vice President, Chief Information Officer with Medtronic plc, a position she has held since December 2022. Previously, she served as Senior Vice President and Chief Information Officer – Global IT with Hewlett Packard Enterprise (HPE) from January 2020 to November 2022, after joining HPE in 2018 as VP Global IT. Ms. Kumar is a seasoned technology leader with over 25 years of experience across various industries, including healthcare, cybersecurity, and financial services. Prior to HPE, Ms. Kumar held CIO and CTO leadership positions for several Fortune 50 companies, including McKesson, Southern California Edison, Toyota, HPE, and Tata Steel. Her primary areas of focus include digital transformation, AI/ML, data and analytics, and large-scale business process transformations. Ms. Kumar earned a bachelor’s degree in Metallurgical Engineering from the Bihar Institute of Technology in Sindri, India, and an MBA from the University of California, Irvine, Paul Merage School of Business. The Board has determined that Ms. Kumar should serve on the Board based on her important expertise in the healthcare industry and her extensive experience in information technology management at leading global companies, Her specific skills in digital transformation and cybersecurity are especially critical as Myriad continues to upgrade its information technology systems and customer interfaces. Additionally, Ms. Kumar's strong scientific and engineering background, combined with her experience leading technology strategy at companies like McKesson and Medtronic, provides the Board with valuable perspective on product development and technical innovation. | | Age: 56 | | | Director Since: 2020 | | | Committees: | | | | | | | |
Board Composition and Refreshment
| Lee N. Newcomer, M.D. | | | | Experience: | | | Lee N. Newcomer, M.D., has served as a director of Myriad since September 2019. Dr. Newcomer currently manages his own consulting business, Lee N. Newcomer Consulting, LLC. He also currently serves on the board of directors of Coherus BioSciences, Inc., a public biopharmaceutical company, and Cellworks Group Inc., a private precision medicine company. Previously, he held several senior executive roles at United Healthcare Group, including Senior Vice President for Oncology and Genetics, Chief Medical Officer and Senior Vice President of Health Policy and Strategy. Dr. Newcomer also worked for Vivius, Inc., a consumer directed health plan, where he held the position of Executive Vice President and Chief Medical Officer. Dr. Newcomer's previous board service includes serving 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. He received a B.S. from Nebraska Wesleyan University, a Master’s Degree in Healthcare Administration & Management from the University of Wisconsin, Madison, and an M.D. from the University of Nebraska, Omaha. The Board has determined that Dr. Newcomer should serve on the Board based on his extensive reimbursement and managed care experience, which aids the Company in its efforts to expand reimbursement for its new and existing innovative precision medicine tests. He provides the Board with deep expertise regarding 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 valuable expertise in developing predictive, personalized and prognostic testing products. Furthermore, he 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 has served as director of Myriad since September 2019. Ms. Reitan currently serves on the board of directors of Alnylam Pharmaceuticals, Inc. Previously, she held numerous senior leadership positions at Health Care Services Corporation (HCSC), including most recently as the Executive Vice President and President of Plan Operations, as well as the Chief Operating Officer. Prior to her time at HCSC, Ms. Reitan held several 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. She holds a B.A. from Minnesota State University at Mankato and an M.S. in Health Care Administration from the University of Minnesota-Twin Cities. The Board has determined that Ms. Reitan should serve on the Board based on her extensive reimbursement and managed care experience, which 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 regarding the medical insurance industry based on her extensive leadership experience in several senior positions at HCSC 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: 66 | | | Director Since: 2019 | | | Committees: | | | | | | | |
Board Composition and Refreshment
| Daniel M. Skovronsky, M.D., Ph.D. | | | | Experience: | | | Daniel M. Skovronsky, M.D., Ph.D. has served as a director of Myriad since July 2020. Dr. Skovronsky currently serves as President of Lilly Research Laboratories, President of Lilly Immunology, and Chief Scientific Officer at Eli Lilly and Company. Previously, he served as 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 at the University of Pennsylvania, his Ph.D. in neuroscience from the 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 based on his extensive medical and scientific background, which provides the Board with expertise in developing predictive, personalized, and prognostic testing products. Dr. Skovronsky provides the Board with significant business and management expertise from his senior leadership roles at a major pharmaceutical company, particularly in research and development. His background as a neuropathologist and his extensive experience in neuroscience further provides the Board with specialized expertise in developing and commercializing diagnostics for neuropsychiatric and other complex medical conditions. As a director, Dr. Skovronsky has made significant contributions to Myriad's research and product development efforts, and long-term growth strategy. | | Age: 52 | | | Director Since: 2020 | | | Committees: | | | | | | | |
Executive and Director Compensation
Executive and Director Compensation
Executive Summary
| 2025 Executive Compensation Highlights | Description | | Our 2025 executive compensation program continues to support long-term value creation | Approximately 81.8% of our CEO's 2025 target compensation and approximately 74.4% of our other NEO's aggregate 2025 target compensation is variable and at risk, tied to our stock price performance, or subject to achievement of rigorous performance targets | | 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 2025 | | Incentive payouts aligned with revenue and adjusted operating income performance | Our 2025 short-term incentive plan paid out at 59% and 106% of target for our revenue and adjusted operating income metrics, respectively, reflecting our financial results for 2025 | | Outperformed employee and customer engagement targets | Achieved 84th percentile for employee engagement and 72.5th percentile for customer NPS, resulting in achievement of 125% and 138% to target | | Payout of 2023 PSUs reinforces at-risk, performance-based nature of our executive compensation program | The total achievement percentage for our 2023 PSUs was 83% of target, consisting of revenue growth (77% of target), adjusted EPS (86% of target), and relative total stockholder return (87% of target) | | No modifications to performance metrics | The CHCC did not adjust 2025 performance metrics |
Executive Summary
2025 Executive Compensation Program Overview During 2025 and continuing into 2026, 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 2025, the CHCC approved Company performance metrics and employee and customer engagement metrics as well as individual strategic goals. 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 strategic goals. Historically, the relative weighting of the financial performance metrics, employee engagement, customer NPS, and individual strategic goals varied among executive officers, with greater weight generally given to the financial performance metrics. For the 2025 short-term incentive awards, however, the CHCC weighed the factors the same for all executive officers with the financial performance metrics representing 70% of an executive officer's total score, engagement and customer NPS each representing 5% of an executive officer's total score, and individual strategic goals accounting for the remaining 20%. Long-term incentives for 2025, 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 2025 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 2025 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 | |
2025 Named Executive Officer Compensation
2025 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 strategic goals. •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 2024, 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 "2024 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 2025. As a basis for the source market data for the 2024 Mercer Executive Compensation Review, Mercer used the compensation data from the group of 20 peer companies set forth in the table below (the "2025 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 ACADIA Pharmaceuticals Inc., Dynavax Technologies Corporation, Guardant Health, Inc., PTC Therapeutics, Inc., and Sarepta Therapeutics, Inc. to the Company's peer group and removed Seagen Inc., Invitae Corporation, Jazz Pharmaceuticals plc and Intercept Pharmaceuticals, Inc. The resulting peer group retains some companies that fall outside a preferred revenue size range based on an assessment of their continued business fit and alignment on secondary size and complexity criteria. The CHCC will continue to reassess companies for appropriateness as it reviews the peer group annually. We believe that the compensation information obtained from the 2024 Mercer Executive Compensation Review provides us with appropriate compensation data and benchmarks for 2025 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, revenues, total assets, market value, and net income.
2025 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 2023 Mercer Benchmark - United States Survey, 2023 Mercer SIRS Executive Survey and the 2024 Radford Global Life Sciences Survey. To determine competitive market compensation, where possible, our executive officers were matched to appropriate proxy and survey positions based on job content and level of responsibility. 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. Proxy-based and survey-based salaries were aged by 3.5%, the average actual 2024 salary increase for executives in the United States Life Sciences industry. 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 2024 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 transition of the Company’s senior management during 2025, including the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and the Chief Commercial Officer, and the need to ensure a smooth transition; 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 strategic goals; 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 strategic goals; •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 late 2024, the CHCC determined not to make any changes to the base salaries of our executive officers in the same roles for 2025 due to the Company's then-current market position and certain headwinds facing the Company. However, in 2025, the CHCC increased the base salaries of certain of our NEOs in connection with promotions or changes in role and responsibilities. Specifically, Mr. Raha received a base salary increase in connection with his promotion from Chief Operating Officer to Chief Executive Officer, Mr. Verratti received a base salary increase in connection with his promotion from Chief Commercial Officer to Chief Operating Officer, and Ms. Ancona received a base salary increase in connection with her promotion from Chief of Staff to Executive Vice President, Strategy and Transformation. The base salary increases for Mr. Raha and Mr. Verratti became effective on April 30, 2025, and Ms. Ancona's base salary increase became effective on May 1, 2025.
2025 Named Executive Officer Compensation
(1) Mr. Raha was appointed President and Chief Executive Officer effective April 30, 2025. (2) Mr. Wheeler was appointed as Chief Financial Officer effective August 16, 2025. (3) Mr. Verratti was appointed as Chief Operating Officer effective April 30, 2025. (4) Mr. Donnelly was appointed Chief Commercial Officer effective May 1, 2025. (5) Mr. Diaz resigned from his position as President and Chief Executive Officer effective April 30, 2025. (6) Mr. Leffler departed from his position as Chief Financial Officer effective August 15, 2025. (7) Ms. Ancona departed from her position as Executive Vice President, Strategy and Transformation, on November 3, 2025. Sign-On Bonus Mr. Donnelly received a sign-on bonus of $450,000 in connection with the commencement of his employment with us on May 1, 2025. Mr. Donnelly's sign-on bonus or a portion thereof is subject to clawback if Mr. Donnelly 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. Donnelly's employment with us. Retention Bonus In connection with Mr. Verratti's promotion to Chief Operating Officer effective April 30, 2025, Mr. Verratti received the right to a one-time retention bonus of $400,000 if he remains employed in good standing with us through July 1, 2027. Short-Term Incentive Awards The short-term (annual) incentive program is established with the purpose of aligning performance objectives for our executive officers with the overall goals and objectives of the Company. For 2025, 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 strategic goals. 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 incentive bonus opportunity (which is a percentage of the executive officer's base salary). The general formula for calculating incentive bonus amounts for 2025 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 generally determined that the target bonus opportunity for executive officers for 2025 short-term incentive award should remain unchanged from the targets established for 2024. However, the CHCC increased the target bonus opportunity for Mr. Raha from 75% to 100% in connection with his promotion to President and Chief Executive Officer. The CHCC also set the target bonus opportunity for Mr. Wheeler and Mr. Donnelly at 75% in connection with their respective appointments as Chief Financial Officer and Chief Commercial Officer, respectively. The CHCC did not consider a target bonus opportunity for Mr. Diaz due to his resignation.
2025 Named Executive Officer Compensation
| Named Executive Officer | 2024 Target Bonus Opportunity (% of Base Salary) | 2025 Target Bonus Opportunity (% of Base Salary) | | Samraat S. Raha, President and Chief Executive Officer | 75% | 100% | | Benjamin R. Wheeler, Chief Financial Officer | N/A | 75% | | Mark S. Verratti, Chief Operating Officer | 75% | 75% | | Brian J. Donnelly, Chief Commercial Officer | N/A | 75% | | Dale Muzzey, Chief Scientific Officer | 50% | 50% | | Scott J. Leffler, Former Chief Financial Officer | 75% | 75% | | Margaret Ancona, Former EVP Strategy and Transformation | 50% | 50% |
2025 Named Executive Officer Compensation
Weighting of Performance Metrics In addition, in March 2025, the CHCC determined that Company financial performance, engagement score, customer NPS, and individual strategic goals for each NEO should be weighted uniformly across our executive officers to ensure alignment with our 2025 objectives. Specifically, the annual incentive cash bonus for each of our NEOs, other than Mr. Diaz due to his resignation, was weighted as follows: 40% based on revenue, 30% based on adjusted operating income, 5% based on engagement score, 5% based on customer NPS, and 20% based on individual strategic goals. The financial metrics were generally weighted higher than individual strategic goals to incentivize our executive officers to execute upon our strategic growth plan and maintain adjusted profitability during 2025. 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, strategic realignments, 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 maintaining positive 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 2025 to support our efforts to retain employees, improve employee engagement, and enhance customer experiences. The employee engagement performance levels are based on the 2024 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 2025. The target performance level for revenue was set at the high-end of our original 2025 guidance for revenue. Our 2025 adjusted operating income (loss) performance target was set at $13.2 million. Both of these target performance levels were set to be appropriately challenging in light of UnitedHealthcare's decision to no longer provide coverage of our GeneSight test under its commercial, individual exchange, and certain managed Medicaid benefit plans during 2025. We generated approximately $45 million of GeneSight current period revenue from UnitedHealthcare's commercial, individual exchange and select managed Medicaid populations in 2024. 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 2026, the CHCC determined that the achievement level for the revenue metric and the adjusted operating income (loss) metric was 59% and 106%, respectively, of target performance level as of result of the Company achieving $824.5 million in revenue and $15.3 million in adjusted operating income during 2025. The CHCC also determined that our employee engagement score for 2025 was in the 84th percentile, which ranked slightly above the top quartile of companies for employee engagement, resulting in an achievement level of 125%. Finally, the CHCC determined that the Company had achieved a customer NPS score in the 72.5 percentile, which ranked above the top quartile of companies for customer NPS, resulting in an achievement level of 138%. 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 2025 to the targets approved by the CHCC during 2025 and the relative weighting of each metric for each executive officer. The following chart shows the CHCC’s determination with respect to the 2025 cash incentive performance measures.
2025 Named Executive Officer Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Achievement (% of Target) | Payout % | | Revenue | 40% | $817.0 million | $860.0 million | $903.0 million | $824.5 million | 59% | 23.5% | | Adjusted Operating Income | 30% | $2.6 million | $13.2 million | $30.1 million | $15.3 million | 106% | 31.9% | | Employee Engagement | 5% | Median: 54th percentile | Top Quartile: 77th percentile | Top Decile: 91st percentile | 84th Percentile | 125% | 6.3% | | Customer NPS | 5% | Median: 60th percentile | Top Quartile: 65th percentile | Top Decile: 75th percentile | 72.5th Percentile | 138% | 6.9% | | Total | | | | | | | 68.5% |
2025 Named Executive Officer Compensation
| Named Executive Officer | Individual Strategic Goals For 2025 | Achievements | Score (%) | Payout % | | Samraat S. Raha President and Chief Executive Officer | Included goals relating to refreshing the Company's strategy to sharpen priorities and resource allocation, strengthening product development execution, advancing key new product launches, and reinforcing a performance-oriented culture. | The CHCC determined that Mr. Raha achieved his 2025 strategic goals. | 100% | 20% | | Benjamin R. Wheeler Chief Financial Officer | Included goals relating to operating budget execution, revenue cycle optimization, and average selling price, while advancing investor engagement strategies and organizational stability within the finance and revenue cycle teams. | The CHCC determined that Mr. Wheeler achieved his 2025 strategic goals. | 100% | 20% | | Mark S. Verratti Chief Operating Officer | Included goals relating to large enterprise account enablement to drive volume growth, meeting sample processing and turnaround time targets, improving laboratory productivity, and advancing the customer experience roadmap and new product integrations. | The CHCC determined that Mr. Verratti achieved his 2025 strategic goals. | 100% | 20% | | Brian J. Donnelly Chief Commercial Officer | Included goals relating to exceeding commercial forecasts, developing a multi-year growth strategy, and optimizing organizational structure through key leadership hires and a new commercial operations function. | The CHCC determined that Mr. Donnelly achieved his 2025 strategic goals. | 100% | 20% | | Dale Muzzey, Ph.D. Chief Scientific Officer | Included goals relating to advancing the clinical product pipeline through new launches and panel expansions, achieving key regulatory and publication milestones, and scaling laboratory operations while integrating next-generation sequencing technologies into the long-term R&D strategy. | The CHCC determined that Dr. Muzzey achieved his 2025 strategic goals. | 95% | 19% |
2025 Named Executive Officer Compensation
| Named Executive Officer | Base Salary | Target Incentive Bonus (as a % of Base Salary) | Total Payout Percentage (1) | 2025 Bonus Payment ($) | | Samraat S. Raha President and Chief Executive Officer | $920,000 | 100% | 89% | $814,660 | | Benjamin R. Wheeler Chief Financial Officer | $490,000 | 75% | 89% | $325,421 | | Mark S. Verratti Chief Operating Officer | $660,000 | 75% | 89% | $438,323 | | Brian J. Donnelly Chief Commercial Officer | $560,000 | 75% | 89% | $371,910 | | Dale Muzzey, Ph.D. Chief Scientific Officer | $506,400 | 50% | 88% | $221,677 |
2025 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 strategic goals payout percentages. Mr. Raha's, Mr. Wheeler's, Mr. Verratti's, and Mr. Donnelly's revenue, adjusted operating income, engagement/customer NPS, and individual strategic goals payout percentages were 23.5%, 31.9%, 6.3%, 6.9%, and 20%, respectively. Dr. Muzzey's revenue, adjusted operating income, engagement/customer NPS, and individual strategic goals payout percentages were 23.5%, 31.9%, 6.3%, 6.9%, and 19.0%, respectively. Long-Term Incentive Awards For 2025, 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 individual strategic goals; •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, the total number of shares available under the Company’s 2017 Employee, Director and Consultant Equity Incentive Plan (the "2017 Plan"), relative dilution to stockholders, as well as our gross equity burn rate, issued equity overhang and total equity overhang. Policies and Practices Related to the Grant of Certain Equity Awards. Long-term incentive awards for 2025 were made at regularly scheduled CHCC meetings in March 2025 (RSUs) and May 2025 (PSUs). 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 under our long-term incentive program during 2025 are set forth in the chart below.
2025 Named Executive Officer Compensation
| Named Executive Officer | 2025 RSUs Granted (#) (1) | 2025 Grant Date Fair Value of RSUs Granted ($) (4) | | Samraat S. Raha President and Chief Executive Officer | 216,495 | $2,100,002 | | Benjamin R. Wheeler Chief Financial Officer | 64,000 (2) | $381,400 | | Mark S. Verratti Chief Operating Officer | 99,227 | $962,502 | | Brian J. Donnelly Chief Commercial Officer | 127,629 (3) | $909,995 | | Dale Muzzey, Ph.D. Chief Scientific Officer | 75,773 | $734,998 | | Scott Leffler Former Chief Financial Officer | 72,165 | $700,001 | | Margaret Ancona Former EVP, Strategy and Transformation | 54,124 | $525,003 |
2025 Named Executive Officer Compensation
(1)The amounts represent the number of RSUs granted to our NEOs during 2025. The RSUs awarded to Mr. Raha, Mr. Verratti and Dr. Muzzey were granted on March 13, 2025, and 33% of the RSUs vested on March 13, 2026 and the remaining RSUs vest 33% on March 13, 2027 and 33% on March 13, 2028, subject to the executive officer's continued service to the Company. Pursuant to the terms of their respective separation agreements, 58,132 of Mr. Leffler's 2025 RSUs and 46,607 of Ms. Ancona's 2025 RSUs were accelerated. The remaining 14,033 shares for Mr. Leffler and 7,517 shares for Ms. Ancona were forfeited upon their respective departures from the Company. (2)Mr. Wheeler received an award of 4,000 RSUs on March 13, 2025, 33% of these RSUs vested on March 13, 2026 and the remaining RSUs vest 33% on March 13, 2027, and 33% on March 13, 2028, subject to Mr. Wheeler's continued service to the Company. Mr. Wheeler also received an award of 60,000 RSUs on August 16, 2025, 33% of these RSUs vest on August 16, 2026 and the remaining RSUs vest 33% on August 16, 2027, and 33% on August 16, 2028, subject to Mr. Wheeler's continued service to the Company. (3)Mr. Donnelly received an award of 127,629 RSUs on May 1, 2025, 33% of these RSUs vest on May 1, 2026, and the remaining RSUs vest 33% on May 1, 2027, and 33% on May 1, 2028, subject to Mr. Donnelly's continued service to the Company. (4)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 13, 2025, are based on the closing price of our common stock on the Nasdaq Global Select Market on March 13, 2025, of $9.70, (b) in the case of RSUs granted on May 1, 2025, are based on the closing price of our common stock on the Nasdaq Global Select Market on May 1, 2025 of $7.13 and (c) in the case of RSUs granted on August 16, 2025, are based on the closing price of our common stock on the Nasdaq Global Select Market on August 16, 2025, of $5.71. 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 2025 vest on March 13, 2028. The level of achievement for the performance metrics are noted below.
2025 Named Executive Officer Compensation
| Achievement Level | Payout Percentage | | Threshold | 75% of target shares | | Target | 100% of target shares | | Maximum | 150% of target shares |
2025 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. The CHCC uses revenue as a metric for PSUs, in addition to using it as a metric under our short-term incentive program, because of the importance of long-term revenue growth to investors in our industry. The revenue metric for our PSUs granted in 2025 will be measured based on results for the year ended December 31, 2027, whereas the revenue metric under our short-term incentive program was based on results for the year ended December 31, 2025. Relative total stockholder return is measured against the Nasdaq Health Care Index ("IXHC") using the 20-trading day average at the beginning and end of the measurement period. The CHCC selected the IXHC as an appropriate broad healthcare industry benchmark for relative total stockholder return performance. 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, 2025 to December 31, 2027, and the adjusted EPS metric will be measured based on results for the year ended December 31, 2027. 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 as part of our long-term incentive program during 2025 for our NEOs are set forth in the chart below.
2025 Named Executive Officer Compensation
| Named Executive Officer | 2025 Number of PSUs Granted (1) | 2025 Grant Date Fair Value of PSUs Granted ($) (3) | | Samraat S. Raha President and Chief Executive Officer | 216,495 | $1,103,020 | | Benjamin R. Wheeler Chief Financial Officer | 64,000 (2) | $377,829 (2) | | Mark S. Verratti Chief Operating Officer | 99,227 | $505,551 | | Brian J. Donnelly Chief Commercial Officer | 127,629 | $650,258 | | Dale Muzzey, Ph.D. Chief Scientific Officer | 75,773 | $386,056 | | Scott Leffler Former Chief Financial Officer | 72,165 | $367,673 | | Margaret Ancona Former EVP, Strategy and Transformation | 54,123 | $275,751 |
2025 Named Executive Officer Compensation
(1)Represents the target number of PSUs awarded to our NEOs on June 5, 2025, except as otherwise noted in footnote (2) below. To the extent the PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 13, 2028. (2)Mr. Wheeler received an award of 4,000 PSUs on June 5, 2025. 67% of these PSUs have a performance condition and are valued based on the closing price of our common stock on the Nasdaq Global Select Market on June 5, 2025 of $4.92. The other 33% of these PSUs have a market condition and are valued using a Monte Carlo valuation model which resulted in a value of $5.45. Mr. Wheeler also received an award of 60,000 PSUs on August 16, 2025, 67% of these PSUs have a performance condition and are valued based on the closing price of our common stock on the Nasdaq Global Select Market on August 16, 2025 of $5.71. The other 33% of these PSUs have a market condition and are valued using a Monte Carlo valuation model which resulted in a value of $6.46. (3)The amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718. Except as otherwise noted in footnote (2) above, 67% of the PSUs have a performance condition and are valued based on the closing price of our common stock on the Nasdaq Global Select Market on June 5, 2025 of $4.92. Except as otherwise noted in footnote (2) above, the other 33% of the PSUs have a market condition and are valued using a Monte Carlo valuation model which resulted in a value of $5.45. In addition to the long-term incentive RSU and PSU awards granted to our executive officers as part of our 2025 compensation program, as discussed below under “Other Compensation”, we also granted certain of our executive officers RSUs and PSUs in connection with the executive officer joining us or being promoted. 2023 PSUs In March 2023, the CHCC granted PSUs to certain of our NEOs as part of our 2023 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, 2023 to December 31, 2025, and the revenue and adjusted EPS metrics were measured based on 2025 results. In February 2026, the CHCC reviewed the achievement of the performance metrics for the PSUs granted in March 2023. The CHCC determined that the Company's total revenue during 2025 was $824.5 million, resulting in an achievement level of 77%. The CHCC also determined that the Company's adjusted EPS for 2025 was $0.06, which was below the target level of $0.24, resulting in an achievement level of 86%. The CHCC also determined that the Company's relative total stockholder return, as measured against the IXHC, ranked in the 37th percentile, which was lower than the target 50th percentile, resulting in an achievement level of 87%. The combined achievement percentage for total revenue growth, adjusted EPS, and relative total stockholder return metrics was 83%, as noted in the chart below.
2025 Named Executive Officer Compensation
| Performance Metrics | Weight | Threshold | Target | Maximum | Final Achievement | Final Achievement % | | Total Revenue Growth | 34% | $819.0 million | $910.0 million | $1,001.0 million | $824.5 million | 77% | | Adjusted EPS | 33% | $(0.08) | $0.24 | $0.54 | $0.06 | 86% | | Relative Total Stockholder Return | 33% | 25th percentile | 50th percentile | 75th percentile | 37th percentile | 87% | | Total | 100% | | | | | 83% |
2025 Named Executive Officer Compensation
| Named Executive Officer | 2023 PSU Shares Granted (#) | Final Achievement | Final Achievement % | | Paul J. Diaz Former President and Chief Executive Officer | 197,023 | 164,059 | 83% | | Benjamin R. Wheeler Chief Financial Officer | 6,000 | 4,994 | 83% | | Mark S. Verratti Chief Operating Officer | 39,404 | 32,810 | 83% | | Dale Muzzey, Ph.D. Chief Scientific Officer | 28,459 | 23,697 | 83% | | Margaret Ancona Former EVP, Strategy and Transformation | 16,418 | 13,670 | 83% |
2025 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, analysis of the competitive practices and compensation benchmark data, and consideration of the value of any outstanding equity awards forfeited by the executive upon leaving a prior employer to join us. Generally, each initial equity award vests in equal portions on an annual basis over four years. In connection with Mr. Donnelly joining us as our Chief Commercial Officer, on May 1, 2025, he received an initial equity award of (i) 269,905 RSUs, which vest in four equal annual installments beginning on the first anniversary of the grant date and (ii) 236,167 PSUs, which vest based on the achievement of specified stock price milestones, provided that no portion of these PSUs may vest earlier than May 1, 2026, and all vesting of the RSUs and PSUs is subject to Mr. Donnelly's continued service through the applicable vesting date. The PSUs have a market condition and are valued using a Monte Carlo valuation model which resulted in a weighted-average value of $5.58. Promotion-Related Equity Awards. Executive officers may also be granted equity awards in connection with a promotion to a position of increased responsibility or a significant change in role. Similar to our initial equity awards, the size of these promotional grants is determined based on the executive officer’s new position and an analysis of competitive market data for comparable roles within our peer group. These awards are intended to ensure that the executive’s total compensation package remains competitive, reflects their expanded leadership scope, and provides a strong retention incentive as they transition into their new responsibilities. Unless otherwise determined by the CHCC, these awards typically follow a multi-year vesting schedule to further align the executive's interests with long-term stockholder value. On April 30, 2025, in connection with his promotion to Chief Executive Officer, Mr. Raha received an equity award of 141,050 PSUs, which vest based on the achievement of specified stock price milestones. The PSUs have a market condition and are valued using a Monte Carlo valuation model which resulted in a weighted-average value of $5.58. On April 30, 2025, in connection with his promotion to Chief Operating Officer, Mr. Verratti received an award of 105,785 PSUs, which vest based on the achievement of specified stock price milestones. These PSUs have a market condition and are valued using a Monte Carlo valuation model which resulted in a weighted-average value of $5.58. In accordance with the terms of these grants, no portion of these PSUs may vest earlier than April 30, 2026, and all vesting is subject to the executive's continued service through the applicable vesting date. As disclosed above under "Long-Term Incentive Awards", on August 16, 2025, in connection with his promotion to Chief Financial Officer, Mr. Wheeler received an initial one-time grant of (i) 60,000 RSUs and (ii) 60,000 PSUs. Mr. Wheeler's RSUs are scheduled to vest in three equal installments beginning on the first anniversary of the grant date, subject to Mr. Wheeler's continued service through each vesting date. The grant date fair value of these RSUs was $5.71 per share, representing the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. Mr. Wheeler's PSUs are subject to vesting upon meeting the performance metrics and time-based vesting conditions as set forth by the CHCC. Any PSUs actually earned shall vest on March 13, 2028, subject to his continued service through such vesting date. The PSUs are based on a weighted-average value per award of $5.96 (67% of the PSUs have a performance condition based on the closing price of our common stock on the Nasdaq Global Select Market on August 16, 2025 of $5.71 and the other 33% of the PSUs have a market condition and are valued using a Monte Carlo valuation model which resulted in a value of $6.46). 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 2025, Mr. Donnelly received paid commuting expenses of $3,598, and prior to their respective departures from the Company, Mr. Diaz, Mr. Leffler, and Ms. Ancona received paid commuting expenses of $5,557, $20,238, and $6,422 respectively. Mr. Diaz also received $250,000 in consulting fees pursuant to Mr. Diaz's consulting agreement, which is described in more detail 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, in connection with their continued role with us following the end of their employment to ensure a smooth transition of their duties, as consideration for them agreeing to a customary release of claims and certain restrictive covenants, and if required to do so by the terms of their severance agreements. On February 24, 2025, Mr. Diaz announced that he would step down as President and Chief Executive Officer, and resigned from our Board, in each case, effective as of April 30, 2025 (the "Transition Effective Date"). In connection with Mr. Diaz's voluntary resignation, we entered into a Consulting Agreement with Mr. Diaz (the "Diaz Consulting Agreement"), pursuant to which Mr. Diaz agreed to serve as an advisor to us for one year following the Transition Effective Date to help ensure a smooth transition of his duties. Under the Diaz Consulting Agreement, in consideration for, among other things, his consulting services, his compliance with certain restrictive covenants, including customary non-compete, non-solicitation and non-disparagement provisions, and a typical release of claims, Mr. Diaz received a consulting fee of $375,000 (payable in 12 equal monthly installments over the consulting term) and each of Mr. Diaz's outstanding equity awards remain eligible for vesting or exercise in accordance with their respective terms through the end of the consulting term. On August 15, 2025, Mr. Leffler ceased to serve as Chief Financial Officer of the Company, and departed the Company on September 2, 2025 (the "Leffler Separation Date"). In connection with his departure, Mr. Leffler did not receive any additional compensation beyond what he was otherwise entitled to under the standard terms of our executive severance agreements in connection with an involuntary termination without cause. On October 1, 2025, in connection with his termination, we entered into a Separation Agreement and Release of Claims Agreement (the "Leffler Separation Agreement") with Mr. Leffler, details of which are disclosed below and in the Current Report on Form 8-K filed by us on October 7, 2025. Further, on November 3, 2025, Ms. Ancona ceased to serve as Executive Vice President, Strategy and Transformation and departed from the Company. In connection with her departure, Ms. Ancona did not receive any additional compensation beyond what she was entitled to under the standard terms of our executive severance agreements in connection with an involuntary termination without cause. Consistent with our severance practices, we entered into a Separation Agreement and Release of Claims Agreement (the "Ancona Separation Agreement") with Ms. Ancona on November 5, 2025, details of which are described below.
2025 Named Executive Officer Compensation
The terms of the Diaz Consulting Agreement, the Leffler Separation Agreement and the Ancona Separation Agreement are set forth in more detail under "Narrative Disclosure to Summary Compensation Table and 2025 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 individual strategic goals. 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 calendar 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 individual strategic goals, and submits his calculations and recommendations to the CHCC which then determines a short-term incentive award amount for the concluding year, the base salary amount for the ensuing 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. 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, 2X 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, 2X 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. 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. For the payments each of our NEOs is entitled to receive upon termination, including termination incident to a change of control, see “Potential Payments Upon Termination or Change of Control” later in this proxy statement. Risk Assessment and Mitigation The CHCC has conducted an annual risk assessment of our compensation policies and practices for our employees and concluded that our policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The CHCC conducted its latest assessment in March 2026. For this purpose, we considered the compensation structure of the Company for its employees including executive officers, which is based on an annual salary, annual bonus (for bonus-eligible employees), sales commissions and bonuses (for sales staff and managers), and equity incentive compensation in the form of restricted stock unit grants. We do not believe that we offer any short-term incentives that would reasonably be expected to result in high-risk actions or conduct by our employees. For example, incentive compensation for executive officers in the form of an annual cash bonus are based on a predetermined formula and management objectives approved by the CHCC and is subject to a cap. In addition, annual cash bonus payments are based upon a variety of performance metrics, thereby diversifying the risk associated with any single performance indicator. There is no unique operational division or group of employees who are specially compensated, or who, as a group, are responsible for a material portion of our revenues or profits. We do not believe that the awarding of long-term incentive compensation under our equity incentive compensation in the form of restricted stock units creates any undue compensation risks to the Company. Our long-term equity compensation awards have performance or vesting periods of three or four years, which encourages executive officers to focus on the long-term performance of the Company and its stock price. Additionally, we believe that we have appropriate internal controls that support the accurate and timely recognition of Company revenues. Accordingly, we believe that we have a balanced pay and performance program that does not promote undue or excessive risk taking.
2025 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 2025, 2024, and 2023, as indicated, to: (1) each person who served as our Chief Executive Officer or our Chief Financial Officer during the year ended December 31, 2025, (2) our three next most highly-compensated executive officers during the year ended December 31, 2025, who were serving as executive officers as of December 31, 2025, and (3) a former executive officer of the Company who was one of our three next most highly-compensated executive officers during the year ended December 31, 2025, but was not serving as an executive officer as of December 31, 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Samraat S. Raha President and Chief Executive Officer (5) | 2025 | $856,901 | $— | $3,989,729 | $814,660 | $25,450 | $5,686,740 | | | 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 | | Paul J. Diaz Former President and Chief Executive Officer (6) | 2025 | $418,103 | $— | $— | $— | $270,534 | $688,637 | | | 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 | | Benjamin R. Wheeler Chief Financial Officer (7) | 2025 | $408,493 | $— | $759,229 | $325,421 | $14,754 | $1,507,897 | | Scott J. Leffler Former Chief Financial Officer (8) | 2025 | $393,798 | $— | $1,067,674 | $— | $1,275,021 | $2,736,493 | | | 2024 | $487,572 | $400,000 | $4,792,601 | $428,539 | $44,458 | $6,153,170 | | Mark S. Verratti Chief Operating Officer (9) | 2025 | $622,883 | $— | $2,058,069 | $438,323 | $25,976 | $3,145,251 | | | 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 | | Brian J. Donnelly Chief Commercial Officer (10) | 2025 | $350,000 | $450,000 | $4,801,898 | $371,910 | $26,337 | $6,000,145 | | Dale Muzzey, Ph.D. Chief Scientific Officer | 2025 | $506,400 | $— | $1,121,054 | $221,677 | $13,781 | $1,862,912 | | | 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 | | Margaret Ancona Former EVP, Strategy and Transformation (11) | 2025 | $330,850 | $— | $800,754 | $— | $763,561 | $1,895,166 |
Summary Compensation Table
(1)During 2025, Mr. Donnelly received a sign-on bonus of $450,000, which was paid in May 2025. Mr. Donnelly'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. Donnelly's employment. During 2024, Mr. Leffler received a sign-on bonus of $400,000. During 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. (2)Amounts shown reflect the aggregate grant date fair value of restricted stock unit awards granted or modified in 2025, 2024, and 2023, 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 2025, 2024, and 2023, amounts reflect the potential value of the restricted stock unit awards assuming the target level of performance associated with the award. For 2025, the potential value of the restricted stock unit awards assuming maximum level of performance is as follows: Mr. Raha: $4,541,242, Mr. Wheeler: $948,144, Mr. Leffler: $1,251,513, Mr. Verratti: $2,310,847, Mr. Donnelly: $5,127,030, Dr. Muzzey: $1,314,082, and Ms. Ancona $938,630. For 2024, the potential value of the restricted stock unit awards assuming maximum level of performance is as follows: Mr. Raha: $3,678,516, Mr. Diaz: $14,045,268, Mr. Leffler: $5,351,027, Mr. Verratti: $3,344,117 and Dr. Muzzey $2,809,047. For 2023, the potential value of the restricted stock unit awards assuming maximum level of performance is as follows: Mr. Raha: $4,502,658, Mr. Diaz: $12,396,403, Mr. Verratti: $2,479,264, and Dr. Muzzey: $1,790,594. On April 30, 2025, in connection with their respective promotions to Chief Executive Officer and Chief Commercial Officer, Mr. Raha received an equity award of 141,050 PSUs and Mr. Verratti received an award of 105,785 PSUs. These awards vest based on the achievement of specified stock price milestones and were valued using a Monte Carlo valuation model resulting in a weighted-average value of $5.58. Similarly, on May 1, 2025, Mr. Donnelly received an initial equity award of 269,905 RSUs (vesting in four equal annual installments) and 236,167 PSUs subject the same stock price milestone conditions and Monte Carlo valuation ($5.58 weighted-average value). In accordance with the terms of these grants, no portion of these PSUs may vest earlier than one year from the grant date, and all vesting is subject to the executive's continued service through the applicable vesting date. The stock awards for Mr. Leffler during 2025 consist of 72,165 RSUs and 72,165 PSUs with an aggregate grant date fair value of $1,067,674 (of which 14,033 RSUs and all of the PSUs, with an aggregate grant date fair value of $491,172, were forfeited in connection with his departure from us). The stock awards for Ms. Ancona during 2025 consist of 54,124 RSUs and 54,123 PSUs with an aggregate grant date fair value of $800,754 (of which 7,517 RSUs and all of the PSUs, with an aggregate grant date fair value of $339,200, were forfeited in connection with her departure from us). (3)For 2023, 2024 and 2025, the amounts reported in this column reflect the actual cash incentive awards paid. (4)During 2025, Mr. Diaz received paid commuting expenses of $5,557 and $250,000 in consulting fees under the Diaz Consulting Agreement. During 2025, Mr. Donnelly received paid commuting expense of $3,598. During 2025, Mr. Leffler received (i) paid commuting expenses of $20,238 and (ii) a lump sum separation payment of $1,239,384 paid in connection with his departure on September 2, 2025, pursuant to the terms of the Leffler Separation Agreement. During 2025, Ms. Ancona received (i) paid commuting expenses of $6,422, (ii) a lump sum separation payment of $739,411 paid in connection with her departure on November 3, 2025, pursuant to the terms of the Ancona Separation Agreement, and (iii) $2,917 in COBRA premium payments. Amounts shown for 2025 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. Diaz, Mr. Wheeler, Mr. Leffler, Dr. Muzzey, and Ms. Ancona) 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. Wheeler, Mr. Donnelly, Dr. Muzzey, and Ms. Ancona) received $14,000 in matching contributions under our 401(k) plan during 2025. Each of Mr. Wheeler, Mr. Donnelly, and Dr. Muzzey received $11,750, and Ms. Ancona received $13,287 in matching contributions under our 401(k) plan during 2025. (5)Mr. Raha was promoted to President and Chief Executive Officer effective April 30, 2025. (6)Mr. Diaz resigned from his position as President and Chief Executive Officer effective April 30, 2025. Thereafter, Mr. Diaz transitioned to providing consulting services to the Company and received a monthly consulting fee of $31,250. (7)Mr. Wheeler was promoted to Chief Financial Officer effective August 16, 2025. (8)Mr. Leffler departed from his position as Chief Financial Officer effective August 15, 2025. (9)Mr. Verratti was promoted to Chief Operating Officer effective April 30, 2025. (10)Mr. Donnelly commenced employment with the Company as Chief Commercial Officer on May 1, 2025. (11)Ms. Ancona departed from her position as Executive Vice President, Strategy and Transformation effective November 3, 2025.
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following tables show information regarding grants of non-equity and equity awards that we made during the year ended December 31, 2025 to each of the executive officers (except for Mr. Diaz, who resigned from his position as President and Chief Executive officer, effective April 30, 2025, and did not receive any such awards) named in the Summary Compensation Table.
2025 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (# of units) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | | | | Samraat S. Raha | Short-term Cash Incentive Bonus | | 460,000 | 920,000 | 1,380,000 | | | | | | | | Time-Based RSUs | 3/13/2025 | | | | | | | 216,495 | $2,100,002 | | | PSUs | 4/30/2025 | | | | | 141,050 (5) | | | $786,707 | | | PSUs | 6/5/2025 | | | | 162,371 | 216,495 | 324,743 | | $1,103,020 | | Benjamin R. Wheeler | Short-term Cash Incentive Bonus | | 183,750 | 367,500 | 551,250 | | | | | | | | Time-Based RSUs | 3/13/2025 | | | | | | | 4,000 | $38,800 | | | Time-Based RSUs | 8/16/2025 | | | | | | | 60,000 (6) | $342,600 | | | PSUs | 6/5/2025 | | | | 3,000 | 4,000 | 6,000 | | $20,379 | | | PSUs | 8/16/2025 | | | | 45,000 | 60,000 | 90,000 | | $357,450 | | Scott J. Leffler | Short-term Cash Incentive Bonus | | 206,250 | 412,500 | 618,750 | | | | | | | | Time-Based RSUs | 3/13/2025 | | | | | | | 72,165 | $700,001 | | | PSUs | 6/5/2025 | | | | 54,124 | 72,165 | 108,248 | | $367,673 | | Mark Verratti | Short-term Cash Incentive Bonus | | 247,500 | 495,000 | 742,500 | | | | | | | | Time-Based RSUs | 3/13/2025 | | | | | | | 99,227 | $962,502 | | | PSUs | 4/30/2025 | | | | | 105,785 (5) | | | $590,016 | | | PSUs | 6/5/2025 | | | | 74,420 | 99,227 | 148,841 | | $505,551 | | Brian J. Donnelly | Short-term Cash Incentive Bonus | | 210,000 | 420,000 | 630,000 | | | | | | | | Time-Based RSUs | 5/1/2025 | | | | | | | 269,905 (7) | $1,924,423 | | | Time-Based RSUs | 5/1/2025 | | | | | | | 127,629 (8) | $909,995 | | | PSUs | 5/1/2025 | | | | | 236,167 (5) | | | $1,317,222 | | | PSUs | 6/5/2025 | | | | 95,722 | 127,629 | 191,444 | | $650,258 | | Dale Muzzey, Ph.D. | Short-term Cash Incentive Bonus | | 126,600 | 253,200 | 379,800 | | | | | | | | Time-Based RSUs | 3/13/2025 | | | | | | | 75,773 | $734,998 | | | PSUs | 6/5/2025 | | | | 56,830 | 75,773 | 113,660 | | $386,056 | | Margaret Ancona | Short-term Cash Incentive Bonus | | 96,250 | 192,500 | 288,750 | | | | | | | | Time-Based RSUs | 3/13/2025 | | | | | | | 54,124 | $525,003 | | | PSUs | 6/5/2025 | | | | 40,592 | 54,123 | 81,185 | | $275,751 |
2025 Grants of Plan-Based Awards
(1)The amounts represent the threshold, target, and maximum estimated payouts for awards granted under our 2025 short-term cash incentive program. The actual value of the bonuses paid to our NEOs for 2025 can be found above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For additional information regarding 2025 short-term cash incentive program, please see the section above entitled “Compensation Discussion and Analysis - 2025 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 June 5, 2025 and with respect to the PSUs awarded to Mr. Wheeler on August 16, 2025. 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 results for the year ended December 31, 2027 and the measurement period for the relative total stockholder return metric is January 1, 2025 to December 31, 2027. To the extent that the PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 13, 2028. (3)Except where otherwise noted, the amounts represent the number of time-based RSUs granted to our NEOs on March 13, 2025. 33.3% of these RSUs vested on March 13, 2026 and the remaining RSUs vest 33.3% on March 13, 2027 and 33.3% on March 13, 2028. (4)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 13, 2025, are based on the closing price of our common stock on the Nasdaq Global Select Market on March 13, 2025 of $9.70, (b) in the case of PSUs that vest based on performance and market conditions that were granted on June 5, 2025, are based on a weighted-average value per award of $5.09 (67% of the PSUs have a performance condition based on the closing price of our common stock on the Nasdaq Global Select Market on June 5, 2025 of $4.92 and the other 33% of the PSUs have a market condition and are valued using a Monte Carlo valuation model which resulted in a value of $5.45), (c) in the case of PSUs that vest based on performance and market conditions that were granted on August 16, 2025, are based on a weighted-average value per award of $5.96 (67% of the PSUs have a performance condition based on the closing price of our common stock on the Nasdaq Global Select Market on August 16, 2025 of $5.71 and the other 33% of the PSUs have a market condition and are valued using a Monte Carlo valuation model which resulted in a value of $6.46), (d) in the case of PSUs granted to Mr. Raha, Mr. Verratti, and Mr. Donnelly that vest based on achievement of specified stock price milestones that were granted on April 30, 2025 and May 1, 2025, are based on a weighted-average value per award of $5.58 (100% of the PSUs have a market condition and are valued using a Monte Carlo valuation model), (e) in case of the RSUs granted to Mr. Donnelly on May 1, 2025, are based on the closing price of our common stock on the Nasdaq Global Select Market on May 1, 2025 of $7.13, and (f) in case of the RSUs granted to Mr. Wheeler on August 16, 2025, are based on the closing price of our common stock on the Nasdaq Global Select Market on August 16, 2025 of $5.71. (5)Represents the number of shares that may be awarded with respect to the PSUs awarded to Mr. Raha and Mr. Verratti on April 30, 2025 and to Mr. Donnelly on May 1, 2025. Performance is based on achievement of specified stock price milestones and the PSUs are valued using a Monte Carlo valuation model which resulted in a weighted-average value of $5.58. These PSUs will vest in 25% increments upon the achievement of each of four stock price milestones, subject to the executive's continued service through the applicable vesting date; provided; however, that no portion of the PSUs may vest earlier than April 30, 2026 for Mr. Raha and Mr. Verratti and May 1, 2026 for Mr. Donnelly. (6)Represents time-based RSUs granted to Mr. Wheeler on August 16, 2025 in connection with his appointment as Chief Financial Officer. These RSUs vest 33% on August 16, 2026, 33% on August 16, 2027, and 33% on August 16, 2028. (7)Represents time-based RSUs granted to Mr. Donnelly on May 1, 2025 as an initial equity award in connection with his appointment as Chief Commercial Officer. These RSUs vest 25% on May 1, 2026, 25% on May 1, 2027, 25% on May 1, 2028, and 25% on May 1, 2029. (8)Represents time-based RSUs granted to Mr. Donnelly on May 1, 2025 as an initial annual equity award in connection with his appointment as Chief Commercial Officer. These RSUs vest 33% on May 1, 2026, 33% on May 1, 2027, and 33% on May 1, 2028.
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table We have entered into standard form employment agreements with each of our NEOs who are currently employed by us. 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 who is currently employed by us. 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 upon a change-of-control transaction and/or termination of employment with us. Mr. Raha was appointed to the position of President and Chief Executive Officer effective as of April 30, 2025, and in connection with his appointment, we entered into the Raha Employment Agreement with Mr. Raha. Prior to his appointment as President and Chief Executive Officer, Mr. Raha served as Chief Operating Officer, a position he held since December 2023. As determined by our CHCC, Mr. Raha received a salary of $856,901 for 2025. His incentive cash bonus for 2025 was $814,660. On March 13, 2025, Mr. Raha was granted 216,495 RSUs, which are subject to time-based vesting requirements (33.3% each year over a three-year period). On April 30, 2025, in connection with his promotion to Chief Executive Officer, Mr. Raha received a one-time grant of 141,050 PSUs subject to performance-based vesting in four equal installments based upon the achievement of certain stock price targets, provided that no portion of these PSUs may vest earlier than April 30, 2026. On June 5, 2025, Mr. Raha was granted 216,495 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on results for the year ended December 31, 2027 and relative total stockholder return targets over a three-year measurement period ending December 31, 2027. 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. On February 24, 2025, Mr. Diaz notified the Board that he would 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 voluntary resignation, we entered into the Diaz Consulting Agreement with Mr. Diaz under which Mr. Diaz agreed to serve as an advisor to the Company to help ensure a smooth transition of his duties until April 30, 2026. Pursuant to the Diaz Consulting Agreement, Mr. Diaz is entitled to receive (i) a consulting fee of $375,000 (payable in 12 equal monthly installments over the consulting term) and (ii) each of Mr. Diaz’s outstanding equity awards, including the time-based and performance based non-qualified stock options originally granted as inducement awards outside of the Company’s 2017 Plan, remain eligible for vesting through the end of the consulting term and remain exercisable in accordance with their respective terms under the applicable inducement award agreements and the Company’s 2017 Plan. Mr. Wheeler joined Myriad in 2011 and served in various roles of increasing responsibility over the past thirteen years, including as Vice President, Corporate Controller, from December 2014 to June 2018. He was appointed Senior Vice President, Accounting in June 2018 and served in that role until July 2020, when he was appointed Senior Vice President of Finance and Treasurer. In June 2022, he was appointed Chief Financial Officer, Operations, and in August 2025, he was promoted to Chief Financial Officer. As determined by our CHCC, he received a salary of $408,493 for 2025. His incentive bonus for 2025 was $325,421. On March 13, 2025, Mr. Wheeler was granted 4,000 RSUs, which are subject to time-based vesting requirements (33.3% each year over a three-year period). On June 5, 2025, Mr. Wheeler was granted 4,000 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on results for the year ended December 31, 2027 and relative total stockholder return targets over a three-year measurement period ending December 31, 2027. On August 16, 2025, in connection with his promotion to Chief Financial Officer, Mr. Wheeler was granted 60,000 RSUs, which are subject to time-based vesting requirements (33.3% each year over a three-year period), and 60,000 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on results for the year ended December 31, 2027 results and relative total stockholder return targets over a three-year measurement period ending December 31, 2027. 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 received an annual base salary during 2025 of $393,798. On March 13, 2025, Mr. Leffler was granted 72,165 RSUs, which were subject to time-based vesting requirements (33.3% each year over a three-year period). On June 5, 2025, Mr. Leffler was granted 72,165 PSUs, which were subject to the achievement of revenue and adjusted EPS targets results for the year ended December 31, 2027 and relative total stockholder return targets over a three-year measurement period ending December 31, 2027. On August 15, 2025, Mr. Leffler ceased to serve as Chief Financial Officer and departed the Company on the Leffler Separation Date. In connection with his departure, Mr. Leffler did not receive any additional compensation beyond what he was otherwise entitled to under the standard terms of our executive severance agreements in connection with an involuntary termination without cause. On October 1, 2025, the Company entered into the Leffler Separation Agreement with Mr. Leffler pursuant to which Mr. Leffler received a lump sum severance payment of $1,239,384. In addition, all outstanding time-based equity awards previously granted to Mr. Leffler that were scheduled to vest on or before the date two years following the Leffler Separation Date were accelerated, provided that any annual vesting installments were deemed to vest in monthly installments over such two-year period. This resulted in the vesting of 165,461 shares, which included 58,132 of the RSUs granted on March 13, 2025. The remaining 14,033 RSUs from the March 13, 2025 grant were forfeited upon his departure. These accelerated shares had a value of $1,141,681 based on the $6.90 closing price of our common stock on the Leffler Separation Date. All 72,165 PSUs granted to Mr. Leffler on June 5, 2025, were forfeited upon his departure. However, 46,904 PSUs originally granted to Mr. Leffler on March 14, 2024, remain outstanding and eligible to vest based on actual performance through the end of the applicable performance period, provided that the performance conditions are satisfied on or before the date two years following the Leffler Separation Date, such award will, to the extent so earned, vest to the extent scheduled to vest within such two-year period. The foregoing severance and other consideration payable to Mr. Leffler is being made pursuant to the terms of Mr. Leffler's Severance and Change of Control Agreement.
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
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 later 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. On February 24, 2025, Mr. Verratti was appointed Chief Operating Officer, and in connection with his new appointment, we entered into the Verratti Employment Agreement with Mr. Verratti with a commencement date of April 30, 2025. As determined by our CHCC, Mr. Verratti received a salary of $622,883 for 2025. His incentive cash bonus for 2025 was $438,323. On March 13, 2025, Mr. Verratti was granted 99,227 RSUs, which are subject to time-based vesting requirements (33.3% each year over a three-year period). On April 30, 2025, in connection with his promotion to Chief Operating Officer, Mr. Verratti received a one-time grant of 105,785 PSUs subject to performance-based vesting in four equal installments based upon the achievement of certain stock price targets, provided that no portion of these PSUs will vest earlier than April 30, 2026. On June 5, 2025, Mr. Verratti was granted 99,227 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on results for the year ended December 31, 2027 and relative total stockholder return targets over a three-year measurement period ending December 31, 2027. Mr. Donnelly was appointed Chief Commercial Officer on May 1, 2025, and entered into an employment agreement with the Company at that time. Pursuant to the terms of his employment agreement, Mr. Donnelly received a salary of $350,000 for 2025. He also received a sign-on bonus in the amount of $450,000, paid in May 2025. The sign-on bonus is subject to full or partial clawback in the event of termination for certain reasons before the first and second anniversaries of the commencement of Mr. Donnelly's employment. On May 1, 2025, Mr. Donnelly received an initial equity award of 269,905 RSUs, which vest in four equal installments beginning on the first anniversary of the grant date, subject to his continued employment with us. He also received 236,167 PSUs on May 1, 2025, which are subject to performance-based vesting in four equal installments based upon the achievement of certain stock price targets, provided that no portion will vest earlier than May 1, 2026. Additionally, Mr. Donnelly was granted 127,629 RSUs on May 1, 2025, subject to time-based vesting requirements (33.3% each year over a three-year period). On June 5, 2025, he was granted 127,629 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on results for the year ended December 31, 2027 and relative total stockholder return targets over a three-year measurement period ending December 31, 2027. 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 $506,400 for 2025. His incentive bonus for 2025 was $221,677. On March 13, 2025, Dr. Muzzey was granted 75,773 RSUs, which are subject to time-based vesting requirements (33.3% each year over a three-year period). On June 5, 2025 Dr Muzzey was granted 75,773 PSUs, which are subject to the achievement of revenue and adjusted EPS targets based on results for the year ended December 31, 2027 and relative total stockholder return targets over a three-year measurement period ending December 31, 2027. Ms. Ancona joined the Company in January 2021 and served in various roles, including Senior Vice President, Chief of Staff until May 2025 when she was appointed Executive Vice President, Strategy and Transformation. As determined by our CHCC, she received a salary of $330,850 for 2025. On March 13, 2025, Ms. Ancona was granted 54,124 RSUs, which were subject to time-based vesting requirements (33.3% each year over a three-year period). On June 5, 2025, Ms. Ancona was granted 54,123 PSUs, which were subject to the achievement of revenue and adjusted EPS targets based on results for the year ended December 31, 2027 and relative total stockholder return targets over a three-year measurement period ending December 31, 2027. On November 3, 2025, Ms. Ancona ceased to serve as Executive Vice President, Strategy and Transformation and departed from the Company. In connection with her departure, Ms. Ancona did not receive any additional compensation beyond what she was entitled to under the standard terms of our executive severance agreements in connection with an involuntary termination without cause. Consistent with our severance practices, we entered into the Ancona Separation Agreement with Ms. Ancona, pursuant to which Ms. Ancona received a lump sum severance payment of $739,411. In addition, all outstanding time-based equity awards previously granted to Ms. Ancona that were scheduled to vest on or before the date two years following the Ancona Separation Date were accelerated, provided that any annual vesting installments were deemed to vest in monthly installments over such two-year period. This resulted in the vesting of 81,302 RSUs, which included 46,607 of the RSUs granted on March 13, 2025. The remaining 7,517 RSUs from the March 13, 2025 grant were forfeited upon her departure. These accelerated shares had a value of $665,050 based on the $8.18 closing price of our common stock on the Ancona Separation Date. All 54,123 PSUs granted to Ms. Ancona on June 5, 2025, were forfeited upon her departure. Furthermore, pursuant to the terms of the Ancona Separation Agreement, certain prior-year performance-based awards remain outstanding and eligible to vest based on actual performance results. Specifically, 35,178 PSUs originally granted to Ms. Ancona on March 14, 2024 and 16,418 PSUs originally granted to Ms. Ancona on March 15, 2023, remain outstanding and eligible to vest through the end of the applicable performance period.
Outstanding Equity Awards at 2025 Year End
Outstanding Equity Awards at 2025 Year End The following table shows the grants of stock options, RSUs and PSUs outstanding as of December 31, 2025, to each of our NEOs.
Outstanding Equity Awards at 2025 Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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) | | Samraat S. Raha | 12/11/2023 | | | | | 118,180 | $726,807 | | | | | 03/14/2024 | | | | | 42,996 | $264,425 | | | | | 03/14/2024 | | | | | | | 64,493 | $396,632 | | | 03/13/2025 | | | | | 216,495 | $1,331,444 | | | | | 04/30/2025 | | | | | | | 141,050 (6) | $867,458 | | | 06/05/2025 | | | | | | | 216,495 | $1,331,444 | | 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 | | | | | | | 03/22/2022 | | | | | 43,286 | $266,209 | | | | | 03/15/2023 | | | | | 65,674 | $403,895 | | | | | 03/15/2023 | | | | | | | 197,023 | $1,211,691 | | | 03/14/2024 | | | | | 164,165 | $1,009,615 | | | | | 03/14/2024 | | | | | | | $246,247 | $1,514,419 | | Benjamin R. Wheeler | 03/22/2022 | | | | | 1,250 | $7,688 | | | | | 09/21/2022 | | | | | 2,500 | $15,375 | | | | | 03/15/2023 | | | | | 1,999 | $12,294 | | | | | 03/15/2023 | | | | | | | 6,000 | $36,900 | | | 09/21/2023 | | | | | 3,333 | $20,498 | | | | | 03/14/2024 | | | | | 5,000 | $30,750 | | |
Outstanding Equity Awards at 2025 Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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) | | | 03/14/2024 | | | | | | | 7,500 | $46,125 | | | 03/13/2025 | | | | | 4,000 | $24,600 | | | | | 06/05/2025 | | | | | | | 4,000 | $24,600 | | | 08/16/2025 | | | | | 60,000 | $369,000 | | | | | 08/16/2025 | | | | | | | 60,000 | $369,000 | | Scott J. Leffler | 03/14/2024 | | | | | | | 46,904 | $288,460 | | Mark S. Verratti | 03/22/2022 | | | | | 4,809 | $29,575 | | | | | 04/14/2022 | | | | | 2,500 | $15,375 | | | | | 03/15/2023 | | | | | 13,134 | $80,774 | | | | | 03/15/2023 | | | | | | | 39,404 | $242,335 | | | 03/14/2024 | | | | | 39,087 | $240,385 | | | | | 03/14/2024 | | | | | | | 58,630 | $360,575 | | | 03/13/2025 | | | | | 99,227 | $610,246 | | | | | 04/30/2025 | | | | | | | 105,785 (6) | $650,578 | | | 06/05/2025 | | | | | | | 99,227 | $610,246 | | Brian J. Donnelly | 05/01/2025 | | | | | 269,905 | $1,659,916 | | | | | 05/01/2025 | | | | | 127,629 | $784,918 | | | | | 05/01/2025 | | | | | | | 236,167 (6) | $1,452,427 | | | 06/05/2025 | | | | | | | 127,629 | $784,918 | | Dale Muzzey, Ph.D. | 12/08/2021 | | | | | 750 | $4,613 | | | | | 03/22/2022 | | | | | 4,004 | $24,625 | | | | | 04/14/2022 | | | | | 1,875 | $11,531 | | | | | 03/15/2023 | | | | | 9,486 | $58,339 | | | | | 03/15/2023 | | | | | | | 28,459 | $175,023 | | | 03/14/2024 | | | | | 32,833 | $201,923 | | | | | 03/14/2024 | | | | | | | 49,249 | $302,881 | | | 03/13/2025 | | | | | 75,773 | $466,004 | | | | | 06/05/2025 | | | | | | | 75,773 | $466,004 | | Margaret Ancona | 03/15/2023 | | | | | | | 16,418 | $100,971 | | | 03/14/2024 | | | | | | | 35,178 | $216,345 |
Outstanding Equity Awards at 2025 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 $6.15, the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025. (5)Represents PSUs granted (at target performance level) on March 15, 2023, March 14, 2024, June 5, 2025, and August 16, 2025 to certain of our NEOs. The performance metrics for the 2023 PSUs consist of revenue and adjusted EPS measured based on results for the year ended December 31, 2025 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 results for the year ended December 31, 2026 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. The performance metrics for the 2025 PSUs consist of revenue and adjusted EPS measured based on results for the year ended December 31, 2027 results and relative total stockholder return for the period from January 1, 2025 to December 31, 2027. To the extent that the 2025 PSUs are determined to have been earned based on the performance metrics, the PSUs will vest on March 13, 2028. However, any outstanding PSUs granted to Mr. Leffler and Ms. Ancona will vest in accordance with the terms of the Leffler Separation Agreement and the Ancona Separation Agreement, respectively, as described under "Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards" above. (6)Represents performance-based restricted stock units that vest in four equal installments upon the achievement of four stock price milestones, provided that no portion of these units may vest earlier than the first anniversary of the grant date. Achievement of each milestone is based on the average of the closing prices of our common stock over 20 consecutive trading days exceeding the applicable milestone price. 25% of the shares vest upon the achievement of each of the following stock price milestones: $11.12, $14.82, $18.53, and $22.23. Vesting is generally subject to continued service through the date the milestone is achieved.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table shows information regarding exercises of options to purchase our common stock and the vesting of restricted stock units held by our NEOs during the year ended December 31, 2025. Because Mr. Donnelly joined us on May 1, 2025, none of his restricted stock units vested during the year ended December 31, 2025.
2025 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Samraat S. Raha | 80,588 | $647,842 | | Paul J. Diaz | 404,416 | $4,054,113 | | Benjamin R. Wheeler | 18,347 | $170,596 | | Scott J. Leffler | 210,539 | $1,805,673 | | Mark S. Verratti | 64,760 | $639,498 | | Dale Muzzey, Ph.D. | 45,823 | $459,319 | | Margaret Ancona | 118,240 | $911,258 |
2025 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 $13.71, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to January 1, 2025, for shares which vested on that date, (b) by $12.54, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to January 29, 2025, for shares which vested on that date, (c) by $11.74, the closing price of our common stock on the Nasdaq Global Select Market on February 25, 2025, for shares which vested on that date, (d) by $10.07, the closing price of our common stock on the Nasdaq Global Select Market on March 14, 2025, for shares which vested on that date, (e) by $10.07, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to March 15, 2025, for shares which vested on that date, (f) by $10.01, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to March 22, 2025, for shares which vested on that date, (g) by $9.98, the closing price of our common stock on the Nasdaq Global Select Market on March 24, 2025, for shares which vested on that date, (h) by $8.08, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to April 14, 2025, for shares which vested on that date, (i) by $7.77, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to September 22, 2025, for shares which vested on that date, (j) by $7.73, the closing price of our common stock on the Nasdaq Global Select Market on October 1, 2025, for shares which vested on that date, (k) by $6.58, the closing price of our common stock on the Nasdaq Global Select Market on November 5, 2025, for shares which vested on that date, (l) by $7.30, the closing price of our common stock on the Nasdaq Global Select Market on December 11, 2025, for shares which vested on that date, and (m) by $6.55, the closing price of our common stock on the Nasdaq Global Select Market on the last trading day prior to December 25, 2025, 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. 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, 2.0X his then-current annual base salary), the executive’s then-current target annual bonus (or in the case of Mr. Raha, 2.0X his annual bonus) and any compensation previously deferred; (ii) a prorated portion of the executive’s target annual bonus for the then-current year, based on the portion of the year worked prior to the separation date; (iii) immediate vesting of RSUs scheduled to vest within two years after termination; (iv) vesting of PSUs for two years following termination to the extent that the relevant performance metrics for the PSU grant are achieved; and (v) reimbursement for continued medical benefits until the earlier of 12 months (or in the case of Mr. Raha, 18 months) after the date of termination or the date the executive begins employment with another employer. If the employment of an executive officer is terminated without “Cause” or if the executive officer separates from us for ‘‘Good Reason’’, within three months before or 24 months after a “Change 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. Death or Disability In accordance with the Severance and Change of Control Agreements for our executive officers, if an executive officer's employment is terminated due to death or disability, then the executive officer (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 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. Summary of Potential Payments The following table summarizes the potential payments to Mr. Raha, Mr. Wheeler, Mr. Verratti, Mr. Donnelly, and Dr. Muzzey under the Severance and Change of Control Agreements, 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, 2025. On (i) February 24, 2025, we entered into the Diaz Consulting Agreement with Mr. Diaz, (ii) October 1, 2025, we entered into the Leffler Separation Agreement with Mr. Leffler and (iii) November 5, 2025, we entered into the Ancona Separation Agreement with Ms. Ancona, each of which provided for the separation benefits to the respective executive officer as set forth under "Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table" above, which disclosure is incorporated herein by reference.
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 | $1,840,000 | $1,840,000 | $— | | | Bonus | $1,840,000 | $1,840,000 | $920,000 | | Samraat S. Raha | RSU and PSU acceleration (2) | $4,918,210 | $3,475,812 | $432,021 | | | COBRA benefits | $52,292 | $52,292 | $— | | | Total | $8,650,503 | $7,208,105 | $1,352,021 | | | Base salary | $490,000 | $490,000 | $— | | | Bonus | $735,000 | $735,000 | $367,500 | | Benjamin R. Wheeler | RSU and PSU acceleration (2) | $956,829 | $479,180 | $133,889 | | | COBRA benefits | $34,862 | $34,862 | $— | | | Total | $2,216,691 | $1,739,041 | $501,389 | | | Base salary | $660,000 | $660,000 | $— | | | Bonus | $990,000 | $990,000 | $495,000 | | Mark S. Verratti | RSU and PSU acceleration (2) | $2,840,088 | $2,178,990 | $335,722 | | | COBRA benefits | $34,862 | $34,862 | $— | | | Total | $4,524,950 | $3,863,851 | $830,722 | | | Base salary | $560,000 | $560,000 | $— | | | Bonus | $840,000 | $840,000 | $420,000 | | Brian J. Donnelly | RSU and PSU acceleration (2) | $4,682,180 | $3,200,360 | $394,697 | | | COBRA benefits | $34,862 | $34,862 | $— | | | Total | $6,117,041 | $4,635,222 | $814,697 | | | Base salary | $506,400 | $506,400 | $— | | | Bonus | $506,400 | $506,400 | $253,200 | | Dale Muzzey, Ph.D. | RSU and PSU acceleration (2) | $1,710,942 | $1,193,162 | $240,475 | | | COBRA benefits | $34,862 | $34,862 | $— | | | Total | $2,758,604 | $2,240,823 | $493,675 |
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, 2025 by the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025, of $6.15. (2)PSUs for Mr. Raha, Mr. Wheeler, Mr. Verratti, Mr. Donnelly, 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. Raha, Mr. Wheeler, Mr. Verratti, Mr. Donnelly, and Dr. Muzzey were accelerated by two years from December 31, 2025, on a monthly basis.
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, 2025, our employee population consisted of 2,675 employees, 2,663 of which are U.S. employees and 12 of which are international employees. Of the 12 international employees, six are located in Japan, four in Germany, one in Austria, 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, 2025. The total 2025 compensation of the employee identified as our median employee (excluding our Chief Executive Officer) was $97,407 for the year ended December 31, 2025. The total 2025 compensation of Mr. Raha, our Chief Executive Officer effective as of April 30, 2025, for purposes of determining the CEO Pay Ratio was $5,820,074 for the year ended December 31, 2025. The total compensation of Mr. Raha for purposes of computing the CEO Pay Ratio was determined by taking the total compensation paid to or earned by Mr. Raha for his service as our Chief Executive Officer during 2025, plus the estimated amount of compensation that he reasonably would have received if he had served as Chief Executive Officer for all of 2025. The total compensation of Mr. Raha for purposes of computing the CEO Pay Ratio differs from the total compensation of Mr. Raha reflected in the Summary Compensation Table due to (i) not including the salary Mr. Raha earned in 2025 while serving as Chief Operating Officer and (ii) including the estimated salary Mr. Raha would have earned as Chief Executive Officer if he had started serving in that capacity as of January 1, 2025. Based on the foregoing information, for 2025, the ratio of the total 2025 compensation of our Chief Executive Officers to the total 2025 compensation of our median employee was estimated to be 60 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 2025, 2024, 2023, 2022, and 2021.
Pay Versus Performance
| Year | Summary Compensation Table Total for First PEO1 $ | Summary Compensation Table Total for Second PEO1 $ | Compensation Actually Paid to First PEO1,2,3 $ | Compensation Actually Paid to Second PEO1,2,3 $ | Average Summary Compensation Table Total for Non-PEO NEOs1 $ | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 $ | Value of Initial Fixed $100 Investment on December 31, 2020 Based on: | | Net Income (Loss) $(millions) | Revenue6 $(millions) | | | | | | | | | Total Shareholder Return4$ | Peer Group Total Shareholder Return5$ | | | | 2025 | 5,686,740 | 688,637 | 2,518,175 | (7,779,734) | 2,857,977 | 1,524,556 | 31 | 125 | (366) | 824 | | 2024 | 13,630,599 | — | 7,211,120 | — | 3,476,089 | 2,138,230 | 69 | 93 | (127) | 838 | | 2023 | 12,108,359 | — | 14,201,749 | — | 4,135,846 | 3,194,672 | 97 | 94 | (263) | 753 | | 2022 | 11,391,188 | — | (4,479,782) | — | 2,665,450 | (161,281) | 73 | 90 | (112) | 678 | | 2021 | 12,787,669 | — | 29,789,160 | — | 2,483,005 | 4,670,387 | 140 | 100 | (27) | 691 |
Pay Versus Performance
(1) The NEOs in each disclosure year represent the following individuals:
Pay Versus Performance
| Year | First PEO | Second PEO | NEOs included in Average | | 2025 | Samraat S. Raha | Paul J. Diaz | Benjamin R. Wheeler, Scott J. Leffler, Mark S. Verratti, Brian J. Donnelly, Dale Muzzey, Ph.D., Margaret Ancona | | 2024 | Paul J. Diaz | — | R. Bryan Riggsbee, Scott J. Leffler, Dale Muzzey, Ph.D., Mark S. Verratti, Samraat S. Raha | | 2023 | Paul J. Diaz | — | R. Bryan Riggsbee, Dale Muzzey Ph.D., Nicole Lambert, Mark S. 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 |
Pay Versus Performance
(2) The table below shows the additions and deductions to calculate "compensation actually paid" for the NEOs in each year as compared to the total compensation reported in the Summary Compensation Table ("SCT").
Pay Versus Performance
| | 2025 | | | 2024 | | 2023 | | 2022 | | 2021 | | | | First PEO | Second 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 | Avg Non-PEO NEO | | Reported SCT figures | | | | | | | | | | | | | Reported SCT Total ($) | 5,686,740 | 688,637 | 2,857,977 | 13,630,599 | 3,476,089 | 12,108,359 | 4,135,846 | 11,391,188 | 2,665,450 | 12,787,669 | 2,483,005 | | Reported SCT Stock Award Value ($) | 3,989,729 | — | 1,768,113 | 11,113,514 | 2,514,413 | 9,796,451 | 3,299,996 | 9,513,661 | 1,890,185 | 9,869,920 | 1,649,044 | | Reported SCT Option Award Value ($) | — | — | — | — | — | — | — | — | — | — | — | | Equity Award Adjustments | | | | | | | | | | | | | Year-end Fair Value of Unvested Awards Granted in the Applicable Year ($) | 3,320,220 | — | 1,286,791 | 6,989,389 | 1,567,704 | 7,979,605 | 1,943,821 | 5,183,465 | 576,200 | 10,879,576 | 1,740,847 | | Change in Fair Value of Awards Granted in Prior Years that were Unvested as of Applicable Year End ($) | (2,042,036) | (6,977,941) | (682,910) | (4,930,228) | (467,816) | 2,039,494 | 260,459 | (11,226,199) | (1,133,716) | 8,276,036 | 1,209,889 | | Change in Fair Value of Awards Granted in Prior Years that Vested in the Applicable Year ($) | (457,020) | (1,490,430) | (169,191) | 2,634,874 | 76,666 | 1,870,743 | 154,543 | (314,575) | (379,031) | 7,715,799 | 885,690 | | Compensation Actually Paid ($) | 2,518,175 | (7,779,734) | 1,524,556 | 7,211,120 | 2,138,230 | 14,201,749 | 3,194,672 | (4,479,782) | (161,281) | 29,789,160 | 4,670,387 |
Pay Versus Performance
(3) 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 2025, 2024, 2023, 2022 and 2021. 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 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 year end dates using the Black Scholes Merton option pricing model. (4) 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 year in the table, or December 31, 2020, including the reinvestment of dividends, through and including the end of the applicable year for which total shareholder return is calculated, or December 31, 2021, December 31, 2022 , December 31, 2023, December 31 2024, and December 31, 2025 respectively. (5) The peer group used for this purpose is the following published industry index: Nasdaq Biotechnology Total Return (XNBI) Index. Myriad updated its peer group for use in 2025 to better capture Myriad’s biotechnology industry peers and better align with its business for benchmarking stock performance. The previous peer group was the Nasdaq Health Care Index (IXHC). If the IXHC had been used to calculate peer group total shareholder return as of December 31, 2025, the amount shown for 2025, 2024, 2023, 2022, and 2021 would have been $99, $81, $82, $77, and $96, respectively. (6) 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 XNBI 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 December 31, 2020. (1) PEO data for 2025 represents the sum of Mr. Diaz’s and Mr. Raha’s compensation actually paid in this year. PEO data for 2024, 2023, 2022, and 2021 represent the compensation actually paid to Mr. Diaz only in those years. The charts below illustrate the relationship between compensation actually paid and net income or loss and revenue for the periods presented. (1) PEO data for 2025 represents the sum of Mr. Diaz’s and Mr. Raha’s compensation actually paid in this year. PEO data for 2024, 2023, 2022, and 2021 represent the compensation actually paid to Mr. Diaz only in those years. 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 PEOs and the other NEOs in each of the periods reported above and over the 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 build alignment between the compensation of our executives and stockholder returns.
Director Compensation
Director Compensation The following table shows the total compensation paid or accrued during the year ended December 31, 2025 to each of our non-employee directors who served during 2025. Directors who are employed by us are not compensated for their service on our Board.
Director Compensation
| | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Name | | | | | Paul Bisaro | $89,251 | $244,996 (1) | $334,247 | | Mark S. Davis | $93,124 | $118,808 (2) | $211,932 | | Heiner Dreismann, Ph.D. | $93,500 | $244,996 (1) | $338,496 | | Rashmi Kumar | $83,500 | $244,996 (1) | $328,496 | | Lee N. Newcomer, M.D. | $98,000 | $244,996 (1) | $342,996 | | S. Louise Phanstiel | $206,000 | $244,996 (1) | $450,996 | | Colleen F. Reitan | $93,500 | $244,996 (1) | $338,496 | | Daniel M. Skovronsky, M.D., Ph.D. | $83,500 | $244,996 (1) | $328,496 | | (1) Amounts shown reflect the grant date fair value of an award of 49,796 RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the number of shares by $4.92, the closing price of our common stock on the Nasdaq Global Select Market on June 5, 2025, the date of the grant. These RSUs awarded to certain of our non-employee directors following the 2025 Annual Meeting of Stockholders held on June 5, 2025 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) Amount shown reflects the grant date fair value of a pro rated award of 24,148 RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the number of shares by $4.92, the closing price of our common stock on the Nasdaq Global Select Market on June 5, 2025, the date of the grant. These RSUs awarded to Mr. Davis following the 2025 Annual Meeting of Stockholders held on June 5, 2025 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. | | | |
Director Compensation
The following table shows unvested RSUs for each non-employee director as of December 31, 2025.
Director Compensation
| | Unvested | | Name | RSUs | | Paul Bisaro | 49,796 | | Heiner Dreismann, Ph.D. | 49,796 | | Rashmi Kumar | 49,796 | | Lee N. Newcomer, M.D. | 49,796 | | S. Louise Phanstiel | 49,796 | | Colleen F. Reitan | 49,796 | | Daniel M. Skovronsky, M.D., Ph.D. | 49,796 | | Mark S. Davis | 24,148 |
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. Raha, 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 and/or on the date of each annual meeting of stockholders. Provided, however, that if a newly appointed director receives an equity award upon his or her initial appointment to the Board, such director will receive a prorated equity award on the date of the next annual meeting of stockholders. The prorated equity award will be calculated by dividing the number of days that such director has served as a director of the Company prior to the date of the next annual meeting of stockholders by 365. 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. In 2025, the Board and the CHCC determined that each non-employee director should receive only 70% of the $350,000 target grant value, or in the case of Mr. Davis, 70% of the value of his prorated equity award. 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, , provided that such next annual meeting is at least one year from the date of 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. In accordance with the 2017 Plan, no equity award shall vest less than one year from the date of grant, except in the case of death, disability, or a Change of Control.
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”); Samraat S. Raha, Heiner Dreismann, Ph.D., and Colleen F. Reitan constitute a class with a term ending at the 2028 Annual Meeting (the “Class II Directors”); and Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, M.D., constitute a class with a term ending at the 2026 Annual Meeting (the “Class III Directors”). At each Annual Meeting, directors are elected for a term to expire at the third succeeding Annual Meeting after their election to succeed those directors whose terms are expiring at the Annual Meeting. The Board accepted the recommendation of the NGC and unanimously resolved to nominate Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, M.D. for election at the Annual Meeting for a term to serve until the 2029 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 2029 Annual Meeting, the NGC and the Board considered, among other things, their qualifications, experiences, and contributions to Myriad. With respect to Mr. Bisaro, the Board and NGC considered his extensive career as a public company executive in the pharmaceutical industry and his significant contributions since joining the Board in 2022, which include providing valuable insights into our operational execution, corporate transformation, product innovation, and global business strategy. Regarding Ms. Kumar, the Board and NGC considered her significant expertise in information technology and cybersecurity. Since her appointment in 2020, Ms. Kumar has been instrumental in advising on Myriad’s technology transformation initiatives. Her experience as a Chief Information Officer in the healthcare and technology sectors provides the Board with a critical perspective on cybersecurity, technology infrastructure, and the scaling of digital platforms to support our mission. In the case of Dr. Newcomer, the Board and NGC considered his perspective as a former senior executive at one of the nation’s largest health insurers, his service on the Board since 2019, and his meaningful contributions to our reimbursement initiatives, product innovation, research and development, and market access strategies. Unless a stockholder has indicated otherwise on the proxy, the shares represented by a valid proxy will be voted FOR the election of Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, M.D. as directors. In the event that any nominee should become unable or unwilling to serve, the shares represented by a valid proxy will be voted for the election of another person who the Board recommends, unless the Board chooses to reduce the number of directors serving on the Board. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. An affirmative vote of the majority of the shares voted affirmatively or negatively on each nominee at the Annual Meeting is required to elect each nominee as a director. Our Restated By-Laws require that, in a non-contested election, each director be elected by a stockholder vote constituting a majority of the votes cast with respect to that director’s election. The Restated By-Laws also provide that if, in an election that is not a contested election, an incumbent director does not receive a majority of the votes cast, such director must submit an irrevocable resignation to the 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. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board may fill the resulting vacancy pursuant to our Restated By-Laws.
Election of Directors
| ✓ | The Board Recommends the Election of Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, M.D., and Proxies Solicited by the Board Will Be Voted in Favor of Such Directors Unless a Stockholder Has Indicated Otherwise on the Proxy. |