MYRIAD GENETICS INC MYGN

31% shingled-prose overlap between the two filings.

2025: 70,183 chars · 2026: 74,605 chars

• Committee Report:65% overlap (616 → 611 chars)
• Pay Ratio (Item 402(u)):36% overlap (2,285 → 3,051 chars)

• changedWe are a leading molecular diagnostics diagnostictestingand precision medicine company committed dedicatedto advancing health and well-being for all.
• newWe develop and commercialize molecular tests that help patients and providers uncover genetic insights.
• changedOur Wedevelopandoffermoleculartests thathelpassess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where molecular geneticinsights can significantly improve patient care, support earlier detection, enable more precise treatment careand contribute to lowering healthcare lowerhealthcarecosts.
• changedThis proxy statement reports on compensation paid or accrued during the year ended December 31, 2025 2024(the"fiscalyear2024"or"2024fiscalyear")and certain elements of compensation to be paid under our 2026 fiscalyear2025compensation program.
• changedOur named executive officers ("NEOs") for 2025 the2024fiscalyearare:
• newNameTitleSamraat S.
• newRahaPresident and Chief Executive Officer (1)Benjamin R.
• newWheelerChief Financial Officer (2)Mark S.
• newVerrattiChief Operating Officer (3)Brian J.
• newDonnellyChief Commercial Officer (4)Dale Muzzey, Ph.D.Chief Scientific Officer Paul J.
• newDiazFormer President and Chief Executive Officer (5)Scott J.
• newLefflerFormer Chief Financial Officer (6) Margaret AnconaFormer EVP Strategy and Transformation (7)
• changed(1) (4)Mr. Raha was appointed willsucceedMr.DiazasPresident and Chief Executive Officer effective April 30, 2025.
• new(2) Mr. Wheeler was appointed Chief Financial Officer effective August 16, 2025.
• changed(3) (5)Mr. Verratti was appointed willsucceedMr.RahaasChief Operating Officer effective April 30, 2025.
• new(4) Mr. Donnelly was appointed Chief Commercial Officer effective May 1, 2025.
• changed(5) (1)Mr. Diaz resigned announcedthathewillresignfromhispositionas President and Chief Executive Officer effective April 30, 2025.
• new(6) Mr. Leffler departed from his position as Chief Financial Officer effective August 15, 2025.
• new(7) Ms. Ancona departed from her position as Executive Vice President, Strategy and Transformation on November 3, 2025.
• new2025 Financial Highlights
• newDuring 2025, we refined our long-term growth strategy to emphasize accelerated profitable growth by focusing on providing a comprehensive testing menu for the Cancer Care Continuum (CCC) market with a priority for high growth applications, growing our Prenatal Health and Mental Health revenues at or above market growth, and delivering sustained profitable growth through financial and operational discipline and leveraging our operating model.
• newWhile we navigated certain headwinds during 2025, including UnitedHealthcare's discontinuation of coverage (commercial, individual exchange and certain managed Medicaid) of GeneSight and the divestiture of the European EndoPredict business, we maintained strong operational momentum as evidenced by a 1% year-over-year increase in total volumes across all of our tests, including a 7% year-over-year increase in Hereditary cancer testing volumes and a 6% year-over-year increase in Mental Health testing volumes.
• changedSome of our financial highlights during 2025 2024include the following:
• new•Revenue of $824.5 million, a decrease of 2% year-over-year.
• newExcluding the impact of the aforementioned headwinds, full-year 2025 revenue grew 2% over full-year 2024.
• changed•GAAP net loss was $365.9 $(127.3)million while adjusted EBITDA1 was $38.9 $40.4million, a decrease animprovementof $1.5 $51.9million compared to full- fiscalyear 2024 2023adjusted EBITDA of $40.4 $(11.5)million.
• new•GAAP loss per share was $3.95 while adjusted EPS1 was $0.06, compared to full-year 2024 adjusted EPS of $0.14.
• changed1An 1Anexplanation of the adjustments to our GAAP financial measures used in this proxy statement and a reconciliation of the adjusted financial measures to the comparable GAAP financial measures are included in Appendix A to this proxy statement.
• changedThe following tables show our total revenue, adjusted operating income (loss), and adjusted EBITDA in millions for fiscalyears2022,2023, 2024, and 2025. 2024.
• new2025 Business HighlightsIn addition to our financial results during 2025 set forth above, some of our business highlights include: •Named on the Forbes list of America’s Best Employers 2025 and achieved a Great Place to Work® Certification for the third consecutive year.•Effective April 30, 2025, Samraat Raha was appointed President and Chief Executive Officer and Mark Verratti was appointed Chief Operating Officer; Brian Donnelly was appointed Chief Commercial Officer effective May 1, 2025; and Benjamin Wheeler was appointed Chief Financial Officer effective August 16, 2025.•Announced a strategic collaboration with SOPHiA Genetics SA, an AI technology company transforming precision medicine, to develop and provide pharmaceutical companies with an innovative global liquid biopsy companion diagnostic (CDx) test.•Added two genes, F8 and FXN, to the Foresight Carrier Screen Universal Plus Panel.31
• new•Announced the publication of a new meta-analysis of six prospective controlled studies that included 3,532 adults with major depressive disorder (MDD).
• newThe meta-analysis showed that when GeneSight Psychotropic test results were available to treating clinicians, there were significant improvements in response and remission rates for patients with MDD, compared to treatment as usual.
• new•The United States Patent and Trademark Office issued six new U.S. patents covering technological innovations related to our high-definition, tumor-informed molecular residual disease (MRD) assay, Precise MRD.
• new•Closed a $125 million secured term debt financing with OrbiMed, a leading global healthcare investment firm.
• newThis facility includes an option to borrow up to an additional $75 million.
• new•New clinical data supporting the performance and potential clinical utility of our Precise MRD test was presented at major scientific conferences, including the American Association for Cancer Research and the American Society of Clinical Oncology Annual Meeting, including data from a prospective pan-cancer study conducted by our partner, the National Cancer Center Hospital East in Japan.
• new•Advanced personalized breast cancer risk assessment through the launch of the first integrated AI and genetic risk platform, developed in partnership with Clairity and MagView.
• new•Launched MyRisk Hereditary Cancer Test expanded panel to include 63 genes across 11+ cancer types, further strengthening our comprehensive hereditary cancer offering.
• new•Launched early access to FirstGeneTM Multiple Prenatal Screen, a prenatal genetic risk assessment screen that combines several testing modalities into a single assay, in a large, multi-site study, called CONNECTOR.
• changed2025 2024Executive Compensation Highlights
• changedListed below are additional details and highlights of our 2025 2024executive compensation policies and practices.
• changed2025 2024Executive Compensation HighlightsDescriptionOur 2025 2024executive compensation program continues to support long-term value creationApproximately 81.8% 91.6%of our CEO's 2025 2024target compensation and approximately 74.4% 85.7%of our other NEO's aggregate 2025 2024target compensation is variable and at risk, tied to our stock price performance, or subject to achievement of rigorous performance targets AdoptedenhancedstockownershiprequirementsIncreasedstockownershiprequirementsforourCEOfrom3Xto6XbasesalaryandforourCOO,CFO,andCCOfrom2Xto3Xbasesalaryandadoptedrequirementthatindividualsmusthold50%ofanysharesacquiredthroughthevestingofrestrictedstockunitsortheexerciseofstockoptions(excludingsharessoldtocovertaxliabilities)untiltherequiredownershipmultipleismetContinued commitment to performance-based equity compensationThe 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 performanceContinued formula-driven calculation for annual bonus paymentsThe CHCC continued to rely solely on pre-determined objective measures to assess financial performance for cash bonus payments for 2025 Incentive payouts aligned with 2024Outperformedrevenue and adjusted operating income performanceOur 2025 targetsOur2024short-term incentive plan paid out at 59% 109%and 106% 150%of target for our revenue and adjusted operating income metrics, respectively, metricsreflecting our strongfinancial results for 2025Outperformed performancein2024Outperformedemployee and customer engagement targetsAchieved 84th 79thpercentile for employee customerengagement and 72.5th 72ndpercentile for customer NPS, resulting in anachievement of 125% 107%and 138% 133%to targetPayout of 2023 2022PSUs reinforces at-risk, performance-based performancebasednature of our executive compensation programThe total achievement percentage for our 2023 2022PSUs was 83% 66%of target, consisting of revenue growth (77% (98%of target), adjusted EPS (86% (0%of target), and relative total stockholder return (87% (100%of target) No modifications to performance metricsThe CHCC did not lowerorotherwiseadjust 2025 2024performance metrics
• changed2025 2024Executive Compensation Program Overview
• changedDuring 2025 fiscalyear2024and continuing into 2026, fiscalyear2025,the three principal components of our compensation program for executive officers are:
• changedFor short-term incentive awards for our executive officers for 2025, the2024fiscalyear,the CHCC approved Company performance metrics and employee and customer engagement metrics as well as individual strategic goals. managementbusinessobjectives(“MBOs”),whichconsistofgoalstailoredtoeachexecutiveofficer.
• new•Individual strategic goals.
• changedHistorically, the relative weighting of the financial performance metrics, employee engagement, customer NPS, and individual strategic goals MBOsvaried among executive officers, with greater weight generally given to the financial performance metrics.
• newFor 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%.
• changedLong-term incentives for 2025, the2024fiscalyear,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:
• changedThe 2025 2024long-term incentive program includes the following performance metrics: revenue (34% weighting), adjusted EPS (33% weighting), and relative total stockholder return (33% weighting).
• changedThe relative total stockholder return metric is measured from January 1, 2025 2024to December 31, 2027 2026and the revenue and adjusted EPS metrics are measured based on results for the fiscalyear ended December 31, 2027. 2026results.
• changedTo ensure that the interests of our executive officers NEOsare aligned with those of our stockholders, the CHCC has designed our executive compensation program to include a substantial majority of target pay that is at-risk.
• changedThe charts below show that the target compensation opportunities for certain of our NEOs are heavily weighted towards variable at-risk pay elements that are earned only based on achievement of performance goals or through continued employment with us.
• changedForfiscalyear2024,Approximately 81.8% 91.6%of our President and Chief Executive Officer's 2025 2024target compensation was comprised of at-risk pay.
• changedSimilarly, approximately 74.4% of certain 85.7%of our other NEOs' aggregate 2025 2024target compensation was comprised of at-risk pay.
• new*This chart reflects the 2025 target compensation of Mr. Raha, our President and Chief Executive Officer.
• newPercentages shown are approximate.** This chart reflects the aggregate 2025 target compensation of Mr. Wheeler, Mr. Verratti, Mr. Donnelly, and Dr. Muzzey.
• newThe percentage for each category is calculated by dividing (i) the sum of the 2025 target compensation for these four NEOs for such category by (ii) the aggregate 2025 target compensation of these four NEOs for all categories.
• newPercentages shown are approximate.
• changedWe value our stockholders' opinion and feedback and are committed to maintaining an active dialogue to understand their thepriorities and concerns. concernsofourstockholders.
• changedWe engaged with a majority of our top 25 stockholders on a quarterly basis during 2025. fiscalyear2024.
• changedIn addition, at our last Annual Meeting of Stockholders on June 5, 2025, 6,2024,we held a stockholder advisory vote on the compensation of our NEOs as disclosed in our 2025 2024proxy statement.
• changedOur stockholders approved the compensation of our NEOs with 92% 95%of the votes cast in favor of our Say-on-Pay resolution at our 2025 2024Annual Meeting of Stockholders.
• changedProxy advisors and stockholder feedback was considered in the CHCC's decisions for 2025 fiscalyear2024compensation.
• changedWhat 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 2024long-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 2024short-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
• new2025 Named Executive Officer Compensation
• changed•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. MBOs.
• changedDuring 2024, fiscalyear2023,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 "2023Mercer Executive Compensation Review").
• changedThe 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. fiscalyear2024.
• changedAs a basis for the source market data for the 2024 2023Mercer Executive Compensation Review, Mercer used the compensation data from the group of 20 19peer companies set forth in the table below (the "2025 "2024Peer Group").
• newBased 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.
• newThe CHCC will continue to reassess companies for appropriateness as it reviews the peer group annually.
• changedBasedoninputfromMercer,inordertoprovideforamorecomparablepeergroup,theCHCCmodifiedtheCompany'speergroupbyaddingVeracyte,Inc.,aCompanycompetitor,totheCompany'speergroupandremovedbluebirdbio,Inc.We believe that the compensation information obtained from the 2024 2023Mercer Executive Compensation Review provides us with appropriate compensation data and benchmarks for 2025 the2024fiscalyearcompensation 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, revenues,and net income.
• newACADIA Pharmaceuticals Inc.Ionis Pharmaceuticals, Inc.Alkermes plcIronwood Pharmaceuticals, Inc.BioMarin Pharmaceutical Inc.Natera, Inc.Bio-Techne CorporationNeogenomics, Inc.Coherus BioSciences, Inc.Neurocrine Biosciences Inc.Dynavax Technologies CorporationPTC Therapeutics, Inc.Exact Sciences CorporationSarepta Therapeutics, Inc.Exelixis Inc.United Therapeutics CorporationGuardant Health, Inc. Vanda Pharmaceuticals Inc.lncyte CorporationVeracyte, Inc.
• changedIn addition, Mercer gathered competitive market data from published surveys in the biotech industry for similarly sized entities as reflected in the 2023 2022Mercer Benchmark - United States Survey, 2023 2022Mercer SIRS Executive Survey and the 2024 2023Radford Global Life Sciences Survey.
• changedTo 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.
• newProxy-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.
• changedUsing the composite peer group data provided to us in the 2024 2023Mercer 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.
• changedUsing 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; MBOs;other expectations of the executive officer for the position; and comparison to other executive officers within our Company having similar skills and experience levels and responsibilities.
• changed•the executive officer’s performance in each of the areas of their individual strategic goals; MBOs;

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