mygn-20240417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

Myriad Genetics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

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

Dear Stakeholders,

2023 was another exciting year of progress for Myriad Genetics. With our mission at the forefront of every action we take, we delivered strong results and we continue to execute on our long-term strategic growth plan.

I offer my sincere appreciation to our customers, partners, employees and the entire healthcare community for their support and confidence. Also, I am grateful to our shareholders for their confidence in us and our company. Their partnership, collaboration, and support strongly position us for enduring success as we work diligently to achieve our goals and exceed your expectations.

Strategic Goals

Delivering on our mission to advance the health and well-being for all is based on our ability to consistently execute our long-term strategic goals:

•On-going development and commercialization of best-in-class molecular diagnostic tests to better detect disease, support treatment decisions and improve clinical outcomes

•Improving clinical utility and ease of use for our patients and provider partners

•Making our genetic tests more accessible and affordable by leveraging technology throughout the customer journey and scale in our laboratory and commercial operations

•Accelerating profitable revenue growth

These four strategic goals are informed by clear feedback from healthcare providers that emphasize test quality, breadth of offerings, reporting insights, turnaround times, ease of ordering and affordability. We are focused on continually addressing our customers’ needs, coordinating across the company to ensure that we are all working towards delivering a superior customer experience that is differentiated from our competitors.

Operational and Financial Highlights

As a company unified by our mission and strategic goals, we are seeing a high level of organizational engagement. In 2023, we were designated a Great Place to Work, with 86% of our teammates indicating their strong endorsement of Myriad Genetics, and voluntary turnover has significantly improved, reaching a multi-year low at approximately 9% in the fourth quarter of 2023. In addition, 2023 saw an overall improvement in satisfaction amongst our healthcare providers, leading to a Net Promoter Score of 69.8 for the year, which is a testament to the focus and ongoing investments we have made in the patient and provider experience.

We continue to deliver on our commitment to shareholders as total revenue grew 11% in 2023 compared to the prior year and we achieved both positive adjusted earnings per share and positive adjusted operating cash flow for the fourth quarter of 2023.(1) Throughout 2023, we strengthened our capabilities in both laboratory and back-office operations to support accelerated profitable growth at scale. With this strong performance and new opportunities for gaining market share, we are increasingly optimistic about 2024 performance.

During 2023, we also resolved a number of legacy legal matters and raised $118 million in a successful equity offering. These actions will allow management to focus more on operational execution and achievement of our long-term strategic goals.

(1) Adjusted earnings per share and adjusted operating cash flow are non-GAAP financial measures. See reconciliation of adjusted earnings per share to GAAP loss per share and adjusted operating cash flow to GAAP operating cash flow from operations in Appendix A.

Market Dynamics and Product Pipeline

As we look towards 2024 and beyond, we see growing adoption in use cases for genomic testing and precision medicine, providing strong tailwinds for profitable growth across our core products with an increasing ability to sell across sales channels where we have deep commercial experience. It is still early days for precision medicine, and we view the market as highly fragmented with less than 20% market share concentrated among the top players, which we believe provides us with significant opportunity for market share gains, particularly against competitors struggling with less robust business models.

We are excited to expand the breadth of our oncology testing options with the recent acquisition of the Precise Tumor and Precise Liquid tests and a CLIA-certified laboratory from Intermountain Precision Genomics (IPG) and we welcomed former IPG employees to our Myriad Genetics team. Bringing Precise Tumor and Precise Liquid in-house allows us to capture 100% of the economics that we expect from these products and aligns these tests with our strategic priority of unifying our oncology offerings under our Precise Oncology Solutions platform. We plan to launch Precise Liquid from our Salt Lake City Campus West facility, and move Precise Tumor and the rest of the acquired IPG laboratory operations to our Salt Lake City Campus West facility by year-end.

The R&D investments that we have made over the past three years are starting to bear fruit with an emerging body of clinical evidence that we believe will support guideline expansion, clinical utility and adoption, and improved reimbursement over the next few years. Recently, we announced the research collaboration with the National Cancer Center Hospital East in Japan to use our highly sensitive Precise Molecular Residual Disease (MRD) test for patients diagnosed with a wide array of solid tumor hematological cancers.

With a robust product pipeline, we look forward to continued growth in 2024 and beyond as we launch Foresight Universal Plus expanded carrier screen, FirstGene multiple prenatal screen, Precise Liquid comprehensive genomic panel, and Precise MRD for research use with our pharma partners.

Building Scalable Enterprise Capabilities to Accelerate Growth

We achieved significant milestones in 2023 in building our enterprise-wide infrastructure and capabilities with our state-of-the-art Labs of the Future. We completed construction of our new research and innovation center in South San Francisco and our new laboratory facility in Salt Lake City. Together, we believe these new facilities will enable high-volume growth at significantly lower costs with new sequencing capabilities powered by advanced automation and robust analytics.

We also completed the transition of our prenatal products to a next-generation sequencing platform. In 2024, we plan to migrate our oncology testing, including our new Precise MRD assay, to our high throughput Salt Lake City facility. Overall, we expect this will improve test turnaround times, reduce costs per test, and help deliver a better customer experience for healthcare providers and patients, which will continue to differentiate us from our competitors.

Digital Technology Enabling Seamless Customer Experience

Enabling increasingly digital workflows is critical to providing a positive customer experience, and we continued to invest significantly in these capabilities in 2023 to deliver value to patients and providers in real-world clinical settings to enable better treatment decisions.

We focus on projects that make it easier to do business with us, across the entire customer journey, from exploring our products, to ordering tests, and receiving easy-to-understand results with actionable insights. We continue to improve our online capabilities to streamline provider, patient, and payor engagement. We completed electronic medical record (EMR) integrations from 1,200 locations in 2023, and we expect to add more than 1,900 locations in 2024. We also have unified and automated our order management system and customer portals for patients and providers to enable easier ordering and reporting of test results.

Commitment to Environmental and Social Responsibility and Governance

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

Diversity, Equity and Inclusion

As of December 31, 2023, 63% of our employees are women, and women hold 42% of Myriad leadership roles (vice president and above). One-third of the members of our Board are women, including the chairperson, and 44% of our Board members come from diverse gender, ethnic and cultural backgrounds. A key initiative to drive diversity in our industry continues to be investment in our talent pipeline. Over the last two years, we have expanded our partnership with North Carolina Central University offering internship and mentorship opportunities to students in business and science.

Environment

In 2023, we focused on measuring our environmental footprint. We completed a comprehensive assessment of our scope 1 and 2 environmental impact, which was published in our 2022 ESG report. This analysis has informed our action plan to explore ways in which we can reduce our emissions and carbon footprint. In our laboratories, we continue to recycle plastics in support of our enterprise-wide environmental goals.

Governance

Myriad Genetics is committed to good corporate governance practices and policies. In 2023, our Board adopted a new Clawback Policy that complies with the rules promulgated by the U.S. Securities and Exchange Commission and the Nasdaq Stock Market LLC. In addition, we have demonstrated a commitment to Board refreshment with the appointment of seven new directors in the last five years.

2024 Annual Meeting of Stockholders

We invite you to participate in our virtual 2024 Annual Meeting of Stockholders, during which you will be able to vote your shares electronically and submit questions. We will ask you to (1) elect two Class I directors to our Board, (2) ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024, (3) approve, on a non-binding advisory basis, the executive compensation of our named executive officers; and (4) act on any other business matters properly brought before the meeting. More information is included in our proxy statement. Your vote is important to us. Whether you attend the Annual Meeting or not, please vote promptly and submit your proxy online, by telephone, or by following the instructions on the proxy card or voting instruction card.

A Bright Future

In 2024, we will continue to build on the pillars of long-term revenue growth and adjusted profitability that were part of our strong results in 2023. Our clinically differentiated products deliver value in real-world clinical settings by enabling early detection and better treatment decisions for providers and their patients. Our modernized laboratory facilities and robust commercial engine are examples of where our investments in automation and advanced technology are yielding improved workflows, faster turnaround times and reduced operating costs. With increasing expansion of use cases for genetic testing and the adoption of precision medicine, we believe we are poised for both organic growth and market share gains in a dynamic industry.

I believe we are strongly positioned for enduring success in 2024 and we are committed to continue working with determination to advance our mission, achieve our ambitious goals and exceed your expectations.

Sincerely,

Paul J. Diaz

President and Chief Executive Officer

Myriad Genetics, Inc.

MYRIAD GENETICS, INC.

322 North 2200 West

Salt Lake City, Utah 84116

Notice of 2024 Annual Meeting of Stockholders

Time: 8:00 a.m. MDT

Date: Thursday, June 6, 2024

Place: This year’s Annual Meeting of Stockholders (the "Annual Meeting") will be a virtual meeting via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting the following URL: www.virtualshareholdermeeting.com/MYGN2024 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials or proxy card that you receive. For further information about the virtual Annual Meeting, please call our investor relations department at (801) 584-3532.

Purposes:

1. To elect two Class I directors to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders;

2. To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

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

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

Who May Vote:

You may vote if you were an owner of record of Myriad Genetics, Inc. common stock at the close of business on April 11, 2024. A list of stockholders of record will be available for inspection during the ten days prior to the meeting at the office of the Corporate Secretary at Myriad Genetics, Inc., 322 North 2200 West, Salt Lake City, Utah 84116.

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

On or about April 17, 2024, we began sending the Notice to all stockholders entitled to vote at the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Paul J. Diaz

President and Chief Executive Officer

April 17, 2024

Important Notice Regarding the Availability of Proxy Materials for

the Stockholder Meeting to be held on June 6, 2024

This proxy statement, and our annual report on Form 10-K to stockholders for the year ended December 31, 2023, are available for viewing, printing, and downloading at www.proxyvote.com. To view these materials, please have available your 16-digit control number(s) that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you may find a copy of our annual report on Form 10-K, which includes our financial statements for the year ended December 31, 2023, on the website of the Securities and Exchange Commission at www.sec.gov, or in the ‘‘Financial Reporting/SEC Filings’’ section of the ‘‘Investor Relations’’ section of our website at www.myriad.com. You also may obtain a printed copy of our annual report on Form 10-K, including our financial statements from us, free of charge, by sending a written request to: Corporate Secretary, Myriad Genetics, Inc., 322 North 2200 West, Salt Lake City, Utah 84116. Exhibits will be provided upon written request and payment of an appropriate processing fee.

Cautionary Information and Forward-Looking Statements

This proxy statement contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “goal,” "strategy" and “commit” or similar expressions. In particular, statements regarding our plans, strategies, prospects and expectations regarding our business and industry are forward-looking statements. They reflect our expectations, are not guarantees of performance and speak only as of the date of this proxy statement. Except as required by law, we do not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements. Our business results are subject to a variety of risks, including those that are described in our annual report on Form 10-K for the year ended December 31, 2023 and elsewhere in our filings with the Securities and Exchange Commission. If any of these considerations or risks materialize or intensify, our expectations (or underlying assumptions) may change and our performance may be adversely affected.

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

Table of Contents


			Page
PROXY SUMMARY			1
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			5

MANAGEMENT AND CORPORATE GOVERNANCE			11

The Board of Directors			11
Board Composition and Refreshment			11
Board of Director Qualifications, Expertise, and Attributes			18
Director Capability Definitions			18
Director Capability Matrix			19
Board Diversity			19
Director Independence			19
Leadership Structure of the Board			20
Board’s Role in the Oversight of Risk Management			20
Board’s Consideration of Diversity			20
Board’s Disclosure of Third-Party Director and Nominee Compensation			20
Committees of the Board of Directors and Meetings			20
Stockholder Communications to the Board			24
Executive Officers			24
ENVIRONMENTAL AND SOCIAL RESPONSIBILITY AND GOVERNANCE			27
EXECUTIVE COMPENSATION			29
Compensation Discussion and Analysis			29
Compensation and Human Capital Committee Report			46
Summary Compensation Table			47
202 3 Fiscal Year Grants of Plan-Based Awards			48
Narrative Disclosure to Summary Compensation Table and 202 3 Fiscal Year Grants of Plan-Based Awards Table			49
Outstanding Equity Awards at 202 3 Fiscal Year End			51
202 3 Fiscal Year Option Exercises and Stock Vested			52
Potential Payments Upon Termination or Change in Control			52
CEO Pay Ratio			56
Pay Versus Performance			56
Director Compensation			60
Equity Compensation Plan Information			62
Additional Information			62
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			63

AUDIT AND FINANCE COMMITTEE REPORT			65

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			66

PROPOSAL 1: ELECTION OF DIRECTORS			67


PROPOSAL 2: SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			68
Policy on Audit and Finance Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Public Accountant			68

PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT			70
CORPORATE CODE OF CONDUCT			72
OTHER MATTERS			72
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR			72
APPENDIX A			A-74

Proxy Summary

SEC Form DEF 14A filed by Myriad Genetics Inc.