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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2025
MYRIAD GENETICS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 0-26642 | | 87-0494517 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
322 North 2200 West
Salt Lake City, Utah 84116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 584-3600
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | MYGN | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 Results of Operations and Financial Condition.
On February 24, 2025, Myriad Genetics, Inc. ("Myriad" or the “Company”) announced its financial results for the three months ended December 31, 2024. The earnings release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Paul J. Diaz and Appointment of Samraat S. Raha as President, Chief Executive Officer and Director
As part of Myriad Genetics, Inc.’s (the “Company’s”) ongoing succession planning process, Paul J. Diaz, the Company’s President and Chief Executive Officer, announced on February 24, 2025 that he will step down from those positions, and resign from the Company’s Board of Directors (the “Board”), on April 30, 2025 (the “Effective Date”). Mr. Diaz is stepping down to join private equity firm, Cressey & Company, as a Managing Partner but will continue to serve the Company as a consultant for another year. Mr. Diaz’ resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Having engaged in a robust succession planning process, the Board appointed Samraat S. Raha, the Company's Chief Operating Officer, to succeed Mr. Diaz as its President and Chief Executive Officer on the Effective Date. Since joining the Company, Mr. Raha has played an integral role in shaping the Company’s long-term growth strategy, while delivering new perspectives and expertise to advance the Company’s business initiatives, operational excellence and profitability. In connection with Mr. Raha’s appointment, the Board also appointed Mr. Raha to the Board to serve as a Class II director with a term expiring at the Company’s 2025 Annual Meeting of Stockholders as of the Effective Date to fill the vacancy on the Board that will be created by Mr. Diaz’ resignation. Mr. Raha will assume the duties of the Company’s principal executive officer for Securities and Exchange Commission reporting purposes as of the Effective Date.
Mr. Raha, 52, has served as Chief Operating Officer of the Company since December 2023. Prior to joining the Company, 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.
In connection with his new appointment, on February 24, 2025, the Company entered into an amended and restated employment agreement with Mr. Raha (the “Raha Employment Agreement”) setting forth Mr. Raha’s compensation and certain other terms with respect to his employment as President and Chief Executive Officer of the Company. Pursuant to the Raha Employment Agreement, Mr. Raha will become President and Chief Executive Officer of the Company as of the Effective Date, at which time he will be paid an annual base salary of $920,000. Mr. Raha will be eligible to receive an annual target cash bonus equal to 100% of his annual base salary upon achievement of goals to be established by the Compensation and Human Capital Committee of the Board (the “CHCC”) each fiscal year and will be eligible to participate in the Company’s annual long-term incentive compensation program. Mr. Raha will also be eligible to participate in the standard health, welfare and retirement benefit plans that are applicable to similarly situated executives of the Company. The Raha Employment Agreement also provides for a one-time grant of 141,050 restricted stock units (“RSUs”) (the “Raha RSU Promotion Grant”) to Mr. Raha in connection with his promotion. The Raha RSU Promotion Grant will be subject to performance-based vesting in four equal installments based upon the achievement of certain stock price targets, provided that no portion of the Raha RSU Promotion Grant shall vest earlier than the first anniversary of the Effective Date. The Raha Employment Agreement also provides that Mr. Raha will be entitled to a grant in 2025 of an additional equity award of RSUs valued at up to $6,000,000 in accordance with the Company’s annual equity grant cycle, with such award consisting of (i) 50% RSUs subject to standard time-based vesting and (ii) 50% RSUs subject to vesting upon meeting certain performance metrics and standard time-based vesting, as determined by the CHCC in its sole discretion.
The Company and Mr. Raha also entered into a severance and change of control agreement on February 24, 2025 (the “Raha Severance and Change of Control Agreement”) that will supersede Mr. Raha’s existing Severance and Change of Control Agreement as of the Effective Date. Under the terms of the Raha Severance and Change of Control Agreement, if Mr. Raha’s employment is terminated without “Cause” or if Mr. Raha separates from the Company for “Good Reason” (each as defined in the Raha Severance and Change of Control Agreement), then Mr. Raha will receive: (i) an amount equal to 200% of the sum of his then-current annual base salary (disregarding any reduction to such base salary amount effected in the twelve months prior to Mr. Raha’s termination of employment) plus his then-current target annual bonus (disregarding any reduction to such target amount effected in the twelve months prior to Mr. Raha’s termination of employment); (ii) a prorated portion of his target annual bonus for the then-current fiscal year, based on the portion of the fiscal year worked prior to the separation date (disregarding any reduction to such target amount effected in the twelve months prior to Mr. Raha’s termination of employment); (iii) immediate vesting of RSUs scheduled to vest within two years after termination; (iv) vesting of performance stock units (“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 18 months after the date of termination or the date Mr. Raha begins employment with another employer.
If Mr. Raha’s employment is terminated without “Cause” or if he separates from the Company for ‘‘Good Reason,’’ within three months before or 24 months after a “Change of Control” (each as defined in the Raha Severance and Change of Control Agreement), then Mr. Raha will receive the same benefits described in the preceding paragraph, except that all outstanding and unvested equity awards will immediately vest in full.
The foregoing description of the Raha Employment Agreement and the Raha Severance and Change of Control Agreement is not complete and is qualified in its entirety by reference to the full text of the Raha Employment Agreement and the Raha Severance and Change of Control Agreement, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
There are no arrangements or understandings between Mr. Raha and any other person pursuant to which he was appointed as an officer and a director of the Company. Mr. Raha does not have any family relationship with any director or other executive officer of the Company and is not party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.
Appointment of Mark S. Verratti as Chief Operating Officer
On February 24, 2025, the Board also appointed Mark S. Verratti, the Company’s current Chief Commercial Officer, as its Chief Operating Officer as of the Effective Date to succeed Mr. Raha in this position.
Mr. Verratti, 56, has served as Chief Commercial Officer of the Company since April 2022. He previously served as President, Mental Health or President, Myriad Neuroscience from August 2017 to April 2022, and as President of Myriad Autoimmune from May 2020 until the sale of the Myriad Autoimmune business in September 2021. Prior to his appointment as President, Myriad Neuroscience, he served as SVP, Chief Sales and Business Development Officer at Assurex Health since January 2016. Mr. Verratti also held senior leadership positions worldwide with Cyberonics (now known as LivaNova) from 2005-2016, and earlier with Forest Pharmaceuticals where he led commercial teams with revenues approaching $500 million dollars. Mr. Verratti received a B.S. in Life Sciences with a minor in Physiology from The Pennsylvania State University.
In connection with his new appointment, on February 24, 2025, the Company entered into an employment agreement with Mr. Verratti (the “Verratti Employment Agreement”) setting forth Mr. Verratti’s compensation and certain other terms with respect to his employment as Chief Operating Officer of the Company. Pursuant to the Verratti Employment Agreement, Mr. Verratti will become Chief Operating Officer of the Company as of the Effective Date, at which time he will be paid an annual base salary of $660,000. Mr. Verratti will be eligible to receive an annual target cash bonus equal to 75% of his annual base salary upon achievement of goals to be established by the CHCC or the Chief Executive Officer of the Company each fiscal year and will be eligible to participate in the Company’s annual long-term incentive compensation program. In addition, Mr. Verratti will be entitled to a one-time retention bonus in the amount of $400,000, which will be paid on the next regularly scheduled payroll date following July 1, 2027 (the “Retention Date”), provided that if the Company terminates Mr. Verratti’s employment without Cause (as defined in the Verratti Severance and Change of Control Agreement (as defined below)) or Mr. Verratti terminates employment with the Company for Good Reason (as defined in the Verratti Severance and Change of Control Agreement), in either event prior to the Retention Date, then an amount equal to the retention bonus shall be added as a component of his severance payments pursuant to, and subject to the terms and conditions of, the Verratti Severance and Change of Control Agreement. Mr. Verratti will also be eligible to participate in the standard health, welfare and retirement benefit plans that are applicable to similarly situated executives of the Company. The Verratti Employment Agreement also provides for a one-time grant of 105,785 RSUs (the “Verratti RSU Promotion Grant”) to Mr. Verratti in connection with his promotion. The Verratti RSU Promotion Grant will be subject to performance-based vesting in four equal installments based upon the achievement of certain stock price targets, provided that no portion of the Verratti RSU Promotion Grant shall vest earlier than the first anniversary of the Effective Date. The Verratti Employment Agreement also provides that Mr. Verratti will be eligible for a grant in 2025 of an additional equity award of RSUs valued at up to $2,750,000 in accordance with the Company’s annual equity grant cycle, with such award consisting of (i) 50% RSUs subject to standard time-based vesting and (ii) 50% RSUs subject to vesting upon meeting certain performance metrics and standard time-based vesting, as determined by the CHCC in its sole discretion.
The Company and Mr. Verratti also entered into a severance and change of control agreement on February 24, 2025 (the “Verratti Severance and Change of Control Agreement”) that will supersede Mr. Verratti’s existing Severance and Change of Control Agreement as of the Effective Date. Under the terms of the Verratti Severance and Change of Control Agreement, if Mr. Verratti’s employment is terminated without “Cause” or if Mr. Verratti separates from the Company for “Good Reason” (each as defined in the Verratti Severance and Change of Control Agreement), then Mr. Verratti will receive: (i) an amount equal to 100% of the sum of his then-current annual base salary (disregarding any reduction to such base salary amount effected in the twelve months prior to Mr. Verratti’s termination of employment) plus his then-current target annual bonus (disregarding any reduction to such target amount effected in the twelve months prior to Mr. Verratti’s termination of employment); (ii) a prorated portion of his target annual bonus for the then-current fiscal year, based on the portion of the fiscal year worked prior to the separation date (disregarding any reduction to such target amount effected in the twelve months prior to Mr. Verratti’s termination of employment); (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 after the date of termination or the date Mr. Verratti begins employment with another employer.
If Mr. Verratti’s employment is terminated without “Cause” or if he separates from the Company for ‘‘Good Reason,’’ within three months before or 24 months after a “Change of Control” (each as defined in the Verratti Severance and Change of Control Agreement), then Mr. Verratti will receive the same benefits described in the preceding paragraph, except that all outstanding and unvested equity awards will immediately vest in full.
The foregoing descriptions of the Verratti Employment Agreement and the Verratti Severance and Change of Control Agreements are not complete and are qualified in their entirety by reference to the full text of the Verratti Employment Agreement and the Verratti Severance and Change of Control Agreement, copies of which are filed as Exhibit 10.3 and 10.4, respectively, to this Current Report on Form 8-K.
There are no arrangements or understandings between Mr. Verratti and any other person pursuant to which he was appointed as an officer of the Company. Mr. Verratti does not have any family relationship with any director or other executive officer of the Company and is not party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.
Consulting Agreement with Paul J. Diaz
On February 24, 2025, the Company entered into consulting agreement with Mr. Diaz (the “Consulting Agreement”) under which Mr. Diaz has agreed to serve as an advisor to the Company for one year following the Effective Date to help ensure a smooth transition of his duties. Pursuant to the Consulting Agreement, (i) the Company will pay Mr. Diaz his prorated short-term bonus under his current employment agreement at target through the Effective Date of $375,000 (payable in 12 equal monthly installments over the consulting term) and (ii) each of Mr. Diaz’s outstanding equity awards will remain eligible for vesting through the end of the consulting term and remain exercisable in accordance with their respective terms under the Company’s 2017 Employee, Director, and Consultant Equity Incentive Plan.
The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing Mr. Raha’s and Mr. Verratti’s appointments and Mr. Diaz’ resignation is furnished with this Current Report on Form 8-K as Exhibit 99.2 and incorporated into this Item 7.01 by reference.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in each of Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K regarding these forward-looking statements.
ITEM 9.01 Financial Statements and Exhibits.
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Exhibit
Number | | Description |
| 10.1+ | | |
| 10.2+ | | |
| 10.3+ | | |
| 10.4+ | | |
| 10.5 | | |
| 99.1 | | |
| 99.2 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
+ Management contract or compensatory plan or arrangement.
The exhibit(s) may contain hypertext links to information on our website or other parties’ websites. The information on our website and other parties’ websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Current Report on Form 8-K.
Limitation on Incorporation by Reference. The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| MYRIAD GENETICS, INC. |
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| Date: February 24, 2025 | By: | /s/ Scott J. Leffler |
| | Scott J. Leffler |
| | Chief Financial Officer |
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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This Amended and Restated Executive Employment Agreement (the “Agreement”), made and entered into this 24th day of February, 2025 (the “Effective Date”), by and between Myriad Genetics, Inc., a Delaware corporation (the “Company”), and Samraat S. Raha (“Executive”).
WHEREAS, Executive currently is employed by Company as its Chief Operating Officer, pursuant to the terms of that certain employment agreement dated October 17, 2023 (the “COO Employment Agreement”);
WHEREAS, following the resignation of the Company’s current President and Chief Executive Officer, the Company wishes to employ Executive as its President and Chief Executive Officer (“PCEO”) on April 30, 2025 (the “Commencement Date”), and Executive wishes to accept the role of PCEO of the Company on such date following such resignation;
WHEREAS, Executive and the Company entered into a Severance and Change of Control Agreement dated December 11, 2023 (the “Original Severance Agreement”); and
WHEREAS, in accordance with Section 13(b) of the COO Employment Agreement, Executive and the Company desire to amend and entirely restate the COO Employment Agreement pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:
1. Title; Role; Duties.
(a) Executive shall continue to serve as the Company’s sole Chief Operating Officer in accordance with the terms and conditions of the COO Employment Agreement through the day before the Commencement Date (as defined below). The Company shall employ Executive as its sole PCEO beginning on the Commencement Date and continuing for the Term (as such terms are defined in Section 2). Executive accepts such employment upon the terms and conditions set forth herein. During the Term, Executive shall report solely to the Board of Directors of the Company (the “Board”). Executive shall have the duties, responsibilities and authorities normally associated with the position of chief executive officer of a company of a similar size and similar nature of the Company. Executive agrees to faithfully and diligently perform to the best of Executive’s ability the duties and responsibilities of his position as PCEO, as well as any such other duties and responsibilities (which are consistent with such position) as determined by the Board from time to time. Executive’s principal place of work for the Company shall be in the Company’s office locations in South San Francisco, California; provided, however, that Executive shall be permitted to work remotely in accordance with Company policy as it may be amended from time to time.
(b) During the Term and except as expressly provided below, Executive shall devote all of Executive’s business time, energies and efforts to the business and affairs of the Company.
(c) The Company shall appoint Executive as a member of the Board effective as of the Commencement Date. Should any term of Executive as a member of the Board end or be scheduled to end during the Term, the Company shall nominate Executive for re-election to the Board for any succeeding term(s) as a Board member that commence during the Term. Executive’s service as a Board member shall be without further compensation. Should Executive’s employment with the Company cease for any reason, whether voluntary or involuntary, Executive shall promptly resign any and all positions held by Executive with the Company and its subsidiaries, whether as an officer of the Company or member of the Board, or on the board of directors or managers of any subsidiary of the Company, or as a member of any committees thereof.
(d) Notwithstanding the foregoing, nothing contained in this Section 1 shall prevent or limit Executive’s right to manage Executive’s personal investments, including the right to make passive investments in the securities of: (i) any entity which Executive does not control, directly or indirectly, provided that such entity does not compete with the Company; or (ii) any publicly held entity so long as Executive’s aggregate direct and indirect interest does not exceed five percent (5%) of the issued and outstanding securities of any class of securities of such publicly held entity. For avoidance of doubt, Executive shall not be required to divest any of the debt/equity securities that Executive holds as of the Effective Date provided that Executive has disclosed to the Company prior to the Effective Date any such securities that Executive would be prohibited from owning pursuant to the foregoing sentence. Subject to the consent of the Board or a committee thereof and the procedures associated with obtaining same, Executive shall be permitted to sit on boards of directors or similar governing bodies of other businesses; provided that the Company acknowledges and agrees that Executive may continue to serve on the boards on which he currently serves and that he has disclosed to the Company (and applicable committees thereof) (including without limitation Araceli Biosciences). In addition, nothing in this Section 1 shall prevent or limit Executive’s involvement in civic and charitable activities so long as such activities do not interfere with Executive’s duties for the Company.
2. Term; Termination.
(a) Term. Executive’s employment hereunder shall commence on the Commencement Date and shall continue until terminated hereunder by either party. Such term of employment shall be referred to herein as the “Term.”
(b) Separation Process and Requirements. Notwithstanding the at-will nature of employment, and subject to the terms and conditions of the Company’s Severance and Change of Control Agreement which shall become effective as of the Commencement Date (the “Severance Agreement”), attached hereto as Exhibit A:
(i) In the event of a termination of employment by the Company based on Executive’s Disability (as defined in the Severance Agreement), termination shall occur upon written notice by the Company to Executive that Executive’s employment is being terminated as a result of Executive’s Disability, which termination shall be effective on the date of such notice pursuant to the notice provisions of the Severance Agreement.
(ii) In the event of a termination of employment by the Company for Cause (as defined in the Severance Agreement), termination shall occur upon written notice by the Company to Executive (following any cure period, if applicable) that Executive’s employment is being terminated for Cause, which termination shall be effective pursuant to the notice provisions of the Severance Agreement.
(iii) In the event of a termination of employment by the Company for reasons other than Disability or Cause, termination shall occur upon written notice by the Company to Executive that Executive’s employment is being terminated, which termination shall be effective on the date of such notice pursuant to the notice provisions of the Severance Agreement.
(iv) In the event of a termination of employment by Executive for Good Reason (as defined in the Severance Agreement), termination shall occur upon written notice by Executive to the Company (following any cure period, if applicable) that Executive is terminating Executive’s employment for Good Reason, which termination shall be effective pursuant to the notice provisions of the Severance Agreement.
(v) In the event of a termination of employment by Executive without Good Reason, termination shall occur upon written notice by Executive to the Company that Executive is terminating Executive’s employment pursuant to the notice provisions of the Severance Agreement, provided that termination shall be effective at least thirty (30) days after the date of such notice, unless the Company elects an earlier effective date, which the Company may so elect in its sole discretion without such election modifying the nature of such termination.
For the avoidance of doubt, for the time period between the Effective Date through the day before the Commencement Date, the terms and conditions of the COO Employment Agreement and Original Severance Agreement shall remain in full force and effect as-is and applicable to Executive’s employment.
Notwithstanding anything in this Section 2(b), the Company may at any point terminate Executive’s employment for Cause (to the extent Cause exists and the applicable notice and cure periods have been satisfied) prior to the effective date of any other termination contemplated hereunder.
Any notice of termination of Executive’s employment shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.
To the extent any conflict exists between a provision of this Section 2(b) of this Agreement and a provision of the Severance Agreement, the provision of the Severance Agreement shall govern.
(c) Eligibility for Severance and Change in Control Agreement. The Company shall offer Executive, and Executive shall be eligible for benefits under, the Severance Agreement, in accordance with the terms of such Severance Agreement. Except as expressly described in the
Severance Agreement, Executive shall not be eligible for any other payments or other forms of compensation or benefits in the event of a termination, and the payments and benefits expressly described in the Severance Agreement shall be the sole remedy, if any, available to Executive in the event that Executive brings any claim against the Company relating to the termination of Executive’s employment under this Agreement.
(d) Resignation of All Other Positions. Without limiting the application of Section 1(c), on termination of Executive’s employment hereunder for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an employee, officer, director, or manager of the Company or any of its affiliates.
3. Compensation.
(a) Base Salary. The Company shall pay Executive a base salary (the “Base Salary”) at the annual rate of nine hundred twenty thousand dollars ($920,000.00), subject to withholdings and deductions in accordance with applicable law. Executive’s Base Salary shall be reviewed annually and may be increased, but not decreased (other than a reduction of similar magnitude to the base salaries of Company senior executives if there is a reduction of the Company’s senior executive base salaries generally), from time to time from the level then in effect. The Base Salary shall be payable in substantially equal periodic installments in accordance with the Company’s payroll practices as in effect from time to time.
(b) Annual Cash Incentive Bonus. Executive shall be eligible to receive an annual cash incentive bonus (the “Annual Bonus”) in a target amount equal to one hundred percent (100%) of Executive’s Base Salary. The Annual Bonus amount shall be determined as part of the Company’s Management Business Objectives (“MBO”) program, which includes the assessment of Executive’s performance in established areas, the Company’s financial performance, and other factors. The Compensation and Human Capital Committee of the Board (the “Compensation Committee”), after consultation with Executive, shall in its sole discretion approve MBOs for Executive for each fiscal year of the Company during the Term, which MBOs may consist of individual objectives, pre-established financial performance targets for the Company such as revenue and adjusted operating income, and other objectives. The Annual Bonus shall be paid to Executive during the calendar year immediately following the calendar year in which it was earned, with the expectation that the payment shall be made no later than May 30 of the applicable year; Executive must be employed by the Company through the earlier of the date of the Annual Bonus payment or May 30 of such applicable year in order to earn and receive any such Annual Bonus.
(c) Sign-On Bonus. The Company and Executive acknowledge that Executive received a one-time sign-on bonus (the “Sign-On Bonus”) in the amount of five hundred thousand dollars ($500,000.00), paid on the Company’s first regularly scheduled payroll date in January 2024. Executive acknowledges and agrees that if Executive voluntarily terminates employment with the Company (for any reason other than death, Disability, or Good Reason) or the Company terminates Executive’s employment for Cause within two (2) years following December 11, 2023 (the “COO Commencement Date”) (either a “Disqualifying Termination”),
then Executive shall be required to repay to the Company some of the Sign-On Bonus in accordance with the following terms: if the Disqualifying Termination date occurs before the second anniversary of the COO Commencement Date, then Executive shall repay to the Company a portion of the Sign-On Bonus amount (with such portion equal to the product of $250,000.00 multiplied by the difference of 1 minus the quotient of the number of days between the first anniversary of the COO Commencement Date and the Disqualifying Termination date, divided by 365). Any such repayment of the Sign-On Bonus shall be remitted to the Company within thirty (30) calendar days of the Disqualifying Termination and Executive authorizes and permits the Company to deduct any outstanding repayment amounts from amounts otherwise scheduled to be paid to Executive, to the extent permitted by applicable law. For avoidance of doubt, if Executive’s employment terminates for any reason other than a Disqualifying Termination, Executive shall retain the entire Sign-On Bonus.
(d) Previous Equity Grants. The Company and Executive acknowledge that the Company has granted to Executive restricted stock units (“RSUs”) with respect to the Company’s common stock, $0.01 par value per share (“Common Stock”). Such previously granted RSUs remain subject to the Company’s 2017 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2017 Equity Plan”), and the terms of the Company’s Restricted Stock Unit Agreement (each as applicable, a “RSU Agreement”) executed by Executive pursuant thereto.
(e) Promotion RSU Grant. The Company shall (on or before June 30, 2025) grant Executive 141,050 RSUs in the form of performance RSUs (“Promotion RSUs”). The Promotion RSUs shall have a performance-based vesting condition, and shall vest as follows: (i) one quarter (25%) of the Promotion RSUs shall vest upon Achievement (as defined below) of a stock price that exceeds 1.5x the closing price of the Company’s common stock on the Commencement Date; (ii) one quarter (25%) of the Promotion RSUs shall vest upon Achievement (as defined below) of a stock price that exceeds 2.0x the closing price of the Company’s common stock on the Commencement Date; (iii) one quarter (25%) of the Promotion RSUs shall vest upon Achievement (as defined below) of a stock price that exceeds 2.5x the closing price of the Company’s common stock on the Commencement Date; (iv) one quarter (25%) of the Promotion RSUs shall vest upon Achievement (as defined below) of a stock price that exceeds 3.0x the closing price of the Company’s common stock on the Commencement Date; provided that no portion of the Promotion RSUs may vest earlier than the first (1st) anniversary of the Commencement Date. “Achievement” of each applicable stock price milestone shall be based on the average of the closing stock prices of the Common Stock on the Nasdaq Stock Market for a period of twenty (20) consecutive trading days exceeding such milestone. The Promotion RSUs shall be subject to Executive’s continuous service with the Company through each vesting date and subject to the 2017 Equity Plan and standard form of RSU Agreement executed by Executive pursuant thereto. Notwithstanding anything to the contrary, the provisions of the 2017 Equity Plan relating to a Corporate Transaction as described in Section 18(b)(i) therein shall apply to the entire award of Promotion RSUs (including any unvested portion of the Promotion RSUs), including without limitation in the event of a Corporate Transaction occurring prior to the first (1st) anniversary of the Commencement Date.
(f) 2025 Annual Equity Grant. Executive also shall be granted an annual equity award of RSUs valued at six million dollars ($6,000,000.00) (the “2025 Grant”) at the time that 2025 annual awards are granted to other senior Company executives (but in any event not later than June 30, 2025), with the value of the 2025 Grant based on a valuation method applicable to other senior Company executives receiving annual equity awards in 2025, as determined by the Compensation and Human Capital Committee of the Board (the “Compensation Committee”) in its discretion, with the final award amount to be determined by the Compensation Committee in its discretion in a manner no less favorable for Executive than the method used for any other senior Company executive, applied as of the grant date of the applicable award. The 2025 Grant shall consist of: (i) fifty percent (50%) RSUs subject to time-based vesting conditions (with a vesting start date and vesting schedule applicable to other senior Company executives receiving annual equity awards in 2025, as determined by the Compensation Committee in its discretion, and in no event less favorable for Executive than the vesting start date and vesting schedule applicable to any other senior Company executive); and (ii) fifty percent (50%) RSUs subject to vesting upon meeting certain performance metrics and time-based vesting conditions applicable to other senior Company executives, and in no event less favorable for Executive than the performance metrics and time-based vesting conditions applicable to any other senior Company executive. The 2025 Grant shall be subject to Executive’s continuous service with the Company through each vesting date and subject to the 2017 Equity Plan, standard form of RSU Agreement executed by Executive pursuant thereto, and as determined by the Compensation Committee in its sole discretion.
(g) Paid Time Off. Executive may take paid time off each year, to be scheduled to minimize (to the extent reasonably possible) disruption to the Company’s operations, pursuant to the terms and conditions of the Company’s policies and practices as applied to the Company’s senior executives.
(h) Fringe Benefits; Insurance. Executive shall be entitled to participate in all benefit, retirement, and welfare plans and fringe benefits provided to other senior Company executives, if and when the Company offers such plans and benefits, subject to the terms of each applicable plan. Executive understands that, except when prohibited by applicable law or the terms of the applicable plan, the Company’s benefit and retirement plans and fringe benefits may be amended or terminated by the Company from time to time in its sole discretion. Executive shall be covered, to the same extent as other senior Company executives, under any Company maintained directors and officers errors and omissions liability insurance policy.
(i) Reimbursement of Expenses. The Company shall reimburse Executive for all ordinary and reasonable out-of-pocket business expenses incurred by Executive in furtherance of the Company’s business in accordance with the Company’s policies and procedures with respect thereto as in effect from time to time. Executive shall travel via first class or business class for all business-related travel. Without limiting the foregoing, within 30 days after the Effective Date, the Company shall pay Executive or Executive’s legal counsel for legal fees in an amount not to exceed twenty thousand dollars ($20,000.00) incurred in connection with this Agreement and its exhibits and related materials. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A (“Section 409A”) of the
Internal Revenue Code of 1986, as amended (the “Code”) including, where applicable, the requirement that: (i) any reimbursement is for expenses incurred during Executive’s employment with the Company; (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
4. Forfeiture/Clawback. Any amounts payable hereunder or in the future by the Company are subject to any policy (whether currently in existence or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to Executive. The Company shall make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
5. Indemnification. Executive remains entitled to indemnification with respect to Executive’s services provided hereunder pursuant to Utah law, and the Company’s Certificate of Incorporation, By-Laws and standard Director and Executive Officer Indemnification Agreement. By signing this Agreement, the Company and Executive each expressly restate and reaffirm their rights and obligations under the Director and Executive Officer Indemnification Agreement dated December 11, 2023, which agreement is expressly incorporated herein by reference and shall survive and remain applicable to the Company and Executive pursuant to its terms.
6. Confidentiality; Restrictive Covenants; Inventions Assignment. In light of the competitive and proprietary aspects of the business of the Company, and as a condition of Executive’s employment hereunder, Executive entered into the Company’s Employee Invention Assignment, Confidentiality, and Restrictive Covenants Agreement dated October 17, 2023. By signing this Agreement, the Company and Executive each expressly restate and reaffirm their rights and obligations under such Employee Invention Assignment, Confidentiality, and Restrictive Covenants Agreement, which agreement is expressly incorporated herein by reference and shall survive and remain applicable to the Company and Executive pursuant to its terms.
7. Return of Property and Records. Upon the termination of Executive’s employment hereunder for any reason, Executive shall: (a) return to the Company all Company confidential information and copies thereof (regardless of how such confidential information or copies are maintained) then in Executive’s possession or control; and (b) deliver to the Company any property of the Company which may be in Executive’s possession or control, including, but not limited to, cell phones, smart phones, laptops, products, materials, memoranda, notes, records, reports or other documents or photocopies of the same; provided that Executive may retain copies of applicable benefit plans, contracts to which he personally (i.e., not in his capacity as a Company employee) is a party, and his personal contacts, calendars, and correspondence. For avoidance of doubt, Executive shall keep his cell phone number as his own personal property.
8. Certification Regarding Conflicting Obligations. Executive hereby represents and warrants that: (a) the execution of this Agreement and the performance of Executive’s obligations hereunder shall not breach or be in conflict with any other agreement to which Executive is a party or is bound, or any other obligation or undertaking of Executive; (b) Executive is not subject to any covenant against competition or similar covenant, or any court order, or any other legal obligation that would restrict, limit or affect the performance of Executive’s obligations hereunder; and (c) all facts Executive has presented to the Company are accurate and true in all material respects. Executive agrees that (y) Executive shall not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent; and (z) Executive shall be subject to the Company’s Stock Ownership Guidelines, as such guidelines are amended from time to time.
9. Taxation. All compensation, payments and benefits provided to Executive hereunder shall be subject to applicable and customary withholdings and deductions as required under law, statute, regulation, rule or term of any employee benefit plan in which Executive participates.
10. Code Section 409A. Executive acknowledges and agrees that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A, as set forth in greater detail in the Severance Agreement.
11. Code Section 280G. Executive and the Company are bound by the Code Section 280G provisions set forth in greater detail in the Severance Agreement.
12. Cooperation. The parties agree that certain matters in which Executive shall be involved during the Term may necessitate Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Board, Executive shall reasonably cooperate with the Company in connection with matters arising out of Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of Executive’s other activities. The Company shall reimburse Executive for reasonable expenses incurred in connection with such cooperation and, except for any cooperation relating to any litigation or similar proceeding involving the Company, shall compensate Executive (using an hourly rate equal to Executive’s final Base Salary divided by 2,080) for any time expended in excess of twenty hours under this Section 12.
13. General.
(a) Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and shall be either: (i) delivered by hand, (ii) sent by overnight courier, (iii) sent by registered mail, return receipt requested, postage prepaid; or (iv) by electronic mail. All notices, requests, consents and other communications hereunder shall be deemed to have been given either: (A) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth in Executive’s Employment Agreement, (B) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, (C) if sent by registered mail, on the fifth business day following the day such mailing is made or (D) if by electronic mail, then immediately upon delivery thereof to the receiving party’s email address.
Notices to Executive shall be sent to:
The last known address in the Company’s records or such other address as Executive may specify in writing.
Notices to the Company shall be sent to:
Myriad Genetics, Inc. 322 North 2200 West
Salt Lake City, Utah 84116
Attn: Chair, Board of Directors
Attn: Chief Legal Officer
or to such other the Company representative as the Company may specify in writing.
(b) Modifications; Amendments; Waivers; Consents. The terms of this Agreement may be modified or amended only by written agreement executed by the parties hereto. The terms of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
(c) Assignment. The Company shall require any successor to all or substantially all of the Company’s business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Executive may not assign Executive’s rights and obligations under this Agreement without the prior written consent of the Company.
(d) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule. Any legal action permitted by this Agreement to enforce an award or for a claimed breach shall be governed by the laws of the State of Utah, and shall be commenced and maintained solely in any state or federal court located in the State of Utah, and both parties hereby submit to the jurisdiction and venue of any such court.
(e) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
(f) Entire Agreement. As of the Commencement Date, this Agreement, together with the other agreements specifically referenced herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. Except as otherwise expressly provided in Section 2(b), to the extent any conflict exists between any provision of this Agreement and any other provision of any agreement between the parties (including without limitation the COO Employment Agreement or Executive’s October 16, 2023 offer letter agreement with the Company or any exhibit to this Agreement or any RSU Agreement) or any Company policy, the provision of this Agreement shall govern.
(g) Counterparts. This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes an electronic signature shall be treated as an original.
(h) No Mitigation. Except as required by applicable law or any Company clawback policy applicable to other senior Company executives, in no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under this Agreement (or its exhibits), nor shall the amount of any payment or benefit under this Agreement (or its exhibits) be reduced by any compensation earned by Executive as a result of employment by another employer, other than as described in Section 2(c)(iv) and Section 2(e)(iv) of the Severance Agreement.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
| | | | | | | | | | | |
EMPLOYEE | | MYRIAD GENETICS, INC. | |
| /s/ Samraat S. Raha | | /s/ S. Louise Phanstiel | |
Name: Samraat S. Raha | | Name: S. Louise Phanstiel | |
Exhibit A
Severance and Change of Control Agreement
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into on February 24, 2025, by and between Myriad Genetics, Inc., a Delaware corporation (the “Company”), and Samraat S. Raha (“Employee”).
WHEREAS, Employee and the Company previously entered into a Severance and Change of Control Agreement dated December 11, 2023 (the “Original Severance Agreement”);
WHEREAS, Employee and the Company have entered into an employment agreement dated February 24, 2025 (the “Employment Agreement”) which provides that Employee’s role will transition from Chief Operating Officer to become the Company’s President and Chief Executive Officer effective as of April 30, 2025 (the “Effective Date”); and
WHEREAS, Employee and the Company desire to enter into a new agreement addressing severance generally as well as severance in the specific circumstances of a Change of Control (as defined below) of the Company, as of and following the Effective Date; and
WHEREAS, this Agreement is the Exhibit A to the Employment Agreement and is being entered into in accordance with Section 8(b) of the Original Severance Agreement.
NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:
1.Definitions.
(a) Definition of “Disability”. For purposes of this Agreement, “Disability” shall mean Employee’s inability to perform Employee’s duties with the Company for one hundred twenty (120) days or more (cumulative or consecutive) within any twelve (12) month period as a result of Employee’s physical or mental condition, subject to documentation by a medical expert appointed by mutual agreement between the Company and Employee who has examined Employee.
(b) Definition of “Cause”. As used herein, “Cause” shall mean: (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 hereunder for one of the circumstances set forth in this Section 1(b) 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.
(c) Definition of “Good Reason”. As used herein, “Good Reason” shall mean: (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 executives if there is a reduction of Company senior executive base salaries generally, or a failure by the Company to provide the compensation and benefits provided for in this Agreement; or (iii) a material breach by the Company of this 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 hereunder for one of the circumstances set forth in this Section 1(c) 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 this 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 (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and any successor statute, regulation and guidance thereto.
(d) Definition of “Change of Control”. As used herein, a “Change of Control” shall mean 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 December 11, 2023 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.
2.Payments upon Termination.
(a) Accrued Obligations. Employee’s employment is “at will,” meaning that Employee or the Company may terminate Employee’s employment at any time for any or no reason. In the event of the termination of Employee’s employment for any reason, the Company shall pay Employee the “Accrued Obligations,” defined as: (i) the portion of Employee’s base salary that has accrued prior to any termination of Employee’s employment with the Company and has not yet been paid (to be paid on or promptly after the date of termination of employment); (ii) any annual bonus previously earned by Employee with respect to the fiscal year prior to the year in which separation occurs and not yet paid (to the extent such annual bonus would have been payable had Employee’s employment with the Company continued and to be paid when such annual bonus would have otherwise been paid had Employee’s employment with the Company continued) (provided that this clause (ii) shall not apply, and shall not be included as a component of the Accrued Obligations, in the event of a termination by the Company for Cause or by Employee without Good Reason); (iii) the amount of any expenses properly incurred by Employee on behalf of the Company prior to any such termination and not yet reimbursed (to be paid in the normal course); and (v) Employee’s entitlement to any other compensation or benefit under any retirement, health, welfare or other plan of the Company (which shall be governed by, and determined and paid in accordance with, the terms of the applicable plan, except as otherwise specified in this Agreement).
(b) Termination by the Company for Cause or by Employee without Good Reason. If Employee’s employment is terminated by the Company for Cause or by Employee without Good Reason, then the Company shall pay the Accrued Obligations to Employee and shall have no further payment or benefit obligation to Employee. Without limiting the foregoing: (i) in the event of a termination by the Company for Cause, all vested and unvested equity grants automatically shall terminate and be forfeited; and (ii) in the event of a termination by Employee without Good Reason, any unvested portion of equity grants automatically shall terminate and be forfeited, and Employee shall have no right to vest in or further acquire any portion of such unvested equity grant.
(c) Termination by the Company without Cause, Disability or Death, or by Employee for Good Reason. In the event that: (i) Employee’s employment is terminated by action of the Company other than for Cause, Disability or death, or (ii) Employee terminates Employee’s employment for Good Reason, then, in addition to the Accrued Obligations, Employee shall receive the following, subject to the terms and conditions of Section 3(a):
(i) Severance Payment. Payment in an amount equal to 200% of the sum of Employee’s then-current base salary (disregarding any reduction to such base salary amount effected in the twelve months prior to Employee’s termination of employment) plus Employee’s then-current target amount of annual bonus (disregarding any reduction to such target amount effected in the twelve months prior to Employee’s termination of employment), paid in one lump sum amount within sixty (60) days following Employee’s last day of employment with the Company (Employee’s last day of employment with the Company, the “Separation Date”), less customary and required taxes and employment-related deductions.
(ii) Pro-Rata Severance Bonus. Payment in an amount equal to a pro-rata portion of Employee’s then-current target amount of annual bonus (disregarding any reduction to such target amount effected in the twelve months prior to the Separation Date) for the fiscal year in which the Separation Date occurs (such pro-ration based on the portion of the fiscal year worked prior to the Separation Date), paid in one lump sum amount within sixty (60) days following the Separation Date, less customary and required taxes and employment-related deductions.
(iii) Equity Vesting. Equity awards granted to Employee and outstanding immediately prior to the Separation Date shall vest on the Separation Date to the extent scheduled to vest on or before the date two (2) years following the Separation Date. For purpose of determining the portion of equity awards that vest under this Section 2(c)(iii): (A) any annual vesting installments shall be deemed to vest in monthly installments over the applicable 2-year period (i.e., an equity award initially scheduled to vest in annual installments over a two-year period shall, for purposes of determining such acceleration, be considered to vest in twenty four (24) monthly installments over that same two-year period, and vesting shall include any fully-completed month within such 2-year period), and (B) any outstanding equity award with an unsatisfied performance-based condition shall remain outstanding and, if the applicable performance condition is satisfied during such two (2) year period, shall, to the extent so earned, vest to the extent scheduled to vest within such two-year period upon satisfaction of such performance-based condition.
(iv) Benefits Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay or reimburse Employee for the premiums charged to continue Employee’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Employee (and, if applicable, Employee’s eligible dependents) as in effect immediately prior to the Separation Date,
until the earlier to occur of eighteen (18) months following the Separation Date or the date Employee begins employment with another employer.
(d) Termination by the Company as a Result of Employee’s Disability or Death. In the event that Employee’s employment hereunder is terminated by the Company as a result of Employee’s Disability or death, then, in addition to the Accrued Obligations, Employee (or Employee’s estate as applicable) shall receive the following, subject to the terms and conditions of Section 3(a):
(i) Pro-Rata Severance Bonus. Payment in an amount equal to a pro-rata portion of Employee’s then-current target amount of annual bonus (disregarding any reduction to such target amount effected in the twelve months prior to the Separation Date) for the fiscal year in which the Separation Date occurs (such pro-ration based on the portion of the fiscal year worked prior to the Separation Date), paid in one lump sum amount within sixty (60) days following the Separation Date, less customary and required taxes and employment-related deductions.
(ii) Equity Vesting. Pro-rata vesting of Employee’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 and including any time-based vesting of performance-based awards that the Compensation Committee determines to have been earned based on achievement of applicable milestones prior to the Separation Date. For purpose of determining the portion of equity awards that vest under this Section 2(d)(ii), any annual vesting installments shall be deemed to vest in monthly installments over the applicable year of service (i.e., an equity award initially scheduled to vest in annual installments over a two-year period shall, for purposes of determining such acceleration, be considered to vest in twenty four (24) monthly installments over that same two-year period, and vesting shall include any fully-completed month within such 2-year period).
The severance payments and benefits described in Section 2(d) shall not be in addition to the severance payments and benefits described in Section 2(c). In the event that Employee is eligible for the severance payments and benefits under Section 2(d), Employee shall not be eligible for the severance payments and benefits under Section 2(c).
(e) Termination by the Company other than for Cause, Disability or Death, or by Employee for Good Reason, In Connection with a Change of Control. In the event that a Change of Control (as defined below) occurs, and within a period of three (3) months prior to, upon, or within twenty four (24) months following a Change of Control, either: (i) Employee’s employment is terminated by the Company other than for Cause, Disability or death, or (ii) Employee terminates Employee’s employment for Good Reason, then, in addition to the Accrued Obligations, Employee shall receive the following, subject to the terms and conditions in Section 3(a):
(i) Severance Payment. Employee shall receive the severance payment described in Section 2(c)(i), subject to the terms and conditions described therein.
(ii) Pro-Rata Severance Bonus. Employee shall receive the severance bonus described in Section 2(c)(ii), subject to the terms and conditions described therein.
(iii) Equity. All equity awards granted to Employee and outstanding on the date of termination shall immediately accelerate and vest, subject to the terms of any applicable equity plan and equity agreements.
(iv) Benefits Payments. Employee shall receive the benefits payments described in Section 2(c)(iv), subject to the terms and conditions described therein.
The severance payments and benefits described in Section 2(e) shall not be in addition to the severance payments and benefits described in Section 2(c). In the event that Employee is eligible for the severance payments and benefits under Section 2(e), Employee shall not be eligible for the severance payments and benefits under Section 2(c).
3.Conditions on Termination Payments under Section 2.
(a) Separation Agreement; Timing of Severance Benefits. Provision of any severance payments, benefits, and equity described in Sections 2(c), 2(d) and 2(e) (collectively “Severance Benefits”) is expressly conditioned on Employee’s execution without revocation of a separation agreement in a form acceptable to the Company, which shall include a release of claims and standard terms regarding non-disparagement, confidentiality, continuation of covenants, cooperation and the like (the “Separation Agreement”). The Separation Agreement shall be provided to Employee within ten (10) days following separation from service and be signed and irrevocable no later than sixty (60) days following Employee’s separation from service. The Company shall commence payment of Severance Benefits on the next regular payroll date following the date on which the Separation Agreement becomes signed and irrevocable, provided that: (i) if the 60-day period during which the Separation Agreement is required to become signed and irrevocable crosses a tax year, then provision of the Severance Benefits shall be delayed until the second tax year; (ii) if applicable, the first payment of the Severance Benefit shall include all amounts that the Company would otherwise have paid to Employee between the date on which the termination of Employee’s employment became effective and the date of the first payment; and (iii) equity awards included in the Severance Benefits shall vest on the date in such 60-day period that the Separation Agreement becomes signed and irrevocable, provided if the 60-day period during which the Separation Agreement is required to become signed and irrevocable crosses a tax year, then such equity awards shall vest on the later of the date the Separation Agreement becomes signed and irrevocable and January 1 of the second tax year.
(b) COBRA. If the payment of any COBRA or health insurance premiums by the Company on behalf of Employee as described herein would otherwise violate any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the COBRA premiums paid by the Company shall be treated as taxable payments (subject to customary and
required taxes and employment-related deductions) and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Company determines in its reasonable discretion that it cannot provide the COBRA benefits described herein under the Company’s health insurance plan without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Employee a taxable lump sum payment in an amount equal to the sum of the monthly (or then remaining) COBRA premiums that Employee would be required to pay to maintain Employee’s group health insurance coverage in effect on the Separation Date for the remaining portion of the period for which Employee shall receive the payments described in Sections 2(c) or 2(e) above, and subject to Section 3(a) above.
(c) Forfeiture/Clawback. The compensation described in this Agreement shall be subject to any forfeiture or clawback policy established by the Company generally for employees from time to time, including to the extent the forfeiture or clawback is required by the Sarbanes-Oxley Act of 2002 or other applicable law.
(d) Property and Records. Upon the termination of Employee’s employment for any reason, or if the Company otherwise requests, Employee shall: (a) return to the Company all Company confidential information and copies thereof (regardless of how such confidential information or copies are maintained) then in Employee’s possession; and (b) deliver to the Company any property of the Company which may be in Employee’s possession, including, but not limited to, cell phones, smart phones, laptops, products, materials, memoranda, notes, records, reports or other documents or photocopies of the same; provided that Employee may retain copies of applicable benefit plans, contracts to which Employee personally (i.e., not in Employee’s capacity as a Company employee) is a party, and Employee’s personal contacts, calendars, and correspondence.
4. Certification Regarding Conflicting Obligations. Employee hereby represents and warrants that the execution of this Agreement and the performance of Employee’s obligations hereunder shall not breach or be in conflict with any other agreement to which Employee is a party or is bound, or any other obligation or undertaking of Employee.
5. Taxation. All compensation, payments and benefits provided to Employee hereunder shall be subject to applicable and customary withholdings and deductions as required under law, statute, regulation, rule or term of any employee benefit plan in which Employee participates.
6. Code Section 409A.
(a) Employee acknowledges and agrees that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A.
(b) In the event that the payments or benefits set forth in Section 2 of this Agreement constitute “non-qualified deferred compensation” subject to Code Section 409A, then the following conditions apply to such payments or benefits:
(i) Any termination of Employee’s employment triggering payments or benefits under Section 2 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Employee’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Employee to the Company at the time Employee’s employment terminates), any such payments under Section 2 that constitute deferred compensation under Code Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b) shall not cause any forfeiture of benefits on Employee’s part, but shall only act as a delay until such time as a “separation from service” occurs.
(ii) Notwithstanding any other provision with respect to the timing of payments under Section 2 if, on the date of termination of Employee’s employment, Employee is deemed to be a “specified employee” of the Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Code Section 409A, any payments to which Employee may become entitled under Section 2 which are subject to Code Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Employee’s employment, at which time Employee shall be paid an aggregate amount equal to the accumulated, but unpaid, payments or benefits otherwise due to Employee under the terms of Section 2.
(c) It is intended that each installment of the payments and benefits provided under Section 2 of this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Company nor Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or liability for increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend this Agreement to be in compliance with Code Section 409A.
7. Code Section 280G.
(a) If any payment or benefit Employee would receive under this Agreement, when combined with any other payment or benefit Employee receives pursuant to a Change of Control (for purposes of this section, a “Payment”) would constitute a “parachute payment” within the meaning of Code Section 280G and, but for this sentence, be subject to the excise tax imposed by
Code Section 4999 (the “Excise Tax”), then such Payment shall be either: (i) the full amount of such Payment; or (ii) such lesser amount (a “Reduced Payment”) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.
(b) With respect to Section 7(a), if there is more than one method of reducing the Reduced Payment amount that would result in no portion of the Payment being subject to the Excise Tax, then the Payment shall be reduced or eliminated in the following order: (i) cash payments; (ii) taxable benefits; (iii) nontaxable benefits; and (iv) accelerated vesting of equity awards in a manner that maximizes the amount to be received by Employee.
(c) The determination of whether Section 7(a)(i) or (ii) applies, and the calculation of the amount of the Reduced Payment if applicable, shall be performed by a nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations to both the Company and Employee within fifteen (15) business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company, in a form that can be relied upon for tax filing purposes. All fees and expenses of the Accounting Firm shall be borne solely by the Company.
(d) Employee may receive a Payment that is, in the aggregate, either more or less than the amount described in Section 7(a)(i) or (ii) (as applicable, an “Overpayment” or “Underpayment”). If it is finally determined by a court of competent jurisdiction pursuant to a final non-appealable judgment, or the Internal Revenue Service, or by the Accounting Firm upon request by either the Company or Employee, that an Overpayment or Underpayment has been made, then: (i) in the event of an Overpayment, Employee shall promptly repay the Overpayment to the Company, together with interest on the Overpayment at the applicable federal rate from the date of Employee’s receipt of such Overpayment until the date of such repayment; and (ii) in the event of an Underpayment, the Company shall promptly pay an amount equal to the Underpayment to Employee, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to Employee had the provisions of Section 7(a)(ii) not been applied until the date of payment.
8. General.
(a) Notices. Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; or (iii) by certified or registered mail, return receipt requested, upon verification of receipt.
Notices to Employee shall be sent to:
The last known address in the Company’s records or such other address as Employee may specify in writing.
Notices to the Company shall be sent to:
Myriad Genetics, Inc.
322 N. 2200 West
Salt Lake City, Utah 84116
Attn: Chief Legal Officer or, in the case of notices from the Chief Legal Officer to the Company, Attn: Chair
or to such other the Company representative as the Company may specify in writing.
(b) Modifications; Amendments; Waivers; Consents. The terms of this Agreement may be modified or amended only by written agreement executed by the parties hereto. The terms of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent.
(c) Assignment. The Company shall require any successor to all or substantially all of the Company’s business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Employee may not assign Employee’s rights and obligations under this Agreement without the prior written consent of the Company.
(d) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule. Any legal action permitted by this Agreement to enforce an award or for a claimed breach shall be governed by the laws of the State of Utah and shall be commenced and maintained solely in any state or federal court located in the State of Utah, and both parties hereby submit to the jurisdiction and venue of any such court.
(e) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
(f) Entire Agreement. This Agreement, together with any other agreements specifically referenced herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and, as of the Effective Date, supersedes all prior oral or written agreements and understandings relating to the subject matter hereof (including, but not limited to, the Original Severance Agreement). For the avoidance of doubt, the Original Severance Agreement shall remain in full force and effect through the day before the
Effective Date. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
(g) Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified).
(h) Not Employment Contract. Employee acknowledges that this Agreement does not constitute a contract of employment, does not imply that the Company will continue Employee’s employment for any period of time, does not change the at-will nature of Employee’s employment, and does not supersede the Employment Agreement.
This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes an electronic signature shall be treated as an original.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| | | | | | | | | | | |
EMPLOYEE | | MYRIAD GENETICS, INC. | |
| /s/ Samraat S. Raha | | /s/ S. Louise Phanstiel | |
Name: Samraat S. Raha | | Name: S. Louise Phanstiel | |
| | Title: Chair of the Board of Directors | |
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”), made and entered into this 24th day of February, 2025 (the “Effective Date”), by and between Myriad Genetics, Inc., a Delaware corporation (the “Company”), and Mark S. Verratti (“Executive”).
WHEREAS, Executive currently is employed by Company as its Chief Commercial Officer;
WHEREAS, following the resignation of the Company’s current President and Chief Executive Officer, the Company wishes to employ Executive as its Chief Operating Officer (“COO”) on April 30, 2025 (the “Commencement Date”) and Executive wishes to accept the role of COO of the Company on such date following such resignation;
WHEREAS, Executive and the Company desire to enter into a formal employment agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:
1. Title; Role; Duties.
(a) Executive shall continue to serve as the Company’s sole Chief Commercial Officer through the day before the Commencement Date (as defined below). The Company shall employ Executive as its COO beginning on the Commencement Date and continuing for the Term (as such terms are defined in Section 2). Executive accepts such employment upon the terms and conditions set forth herein. During the Term, Executive shall report solely to the Company’s Chief Executive Officer (the “CEO”). Executive shall have the duties, responsibilities and authorities normally associated with the position of chief operating officer of a company of a similar size and similar nature of the Company. Executive agrees to faithfully and diligently perform to the best of Executive’s ability the duties and responsibilities of his position as COO, as well as any such other duties and responsibilities (which are consistent with such position) as determined by the Board of Directors of the Company (the “Board”) and/or CEO from time to time. Executive’s principal place of work for the Company shall be in the Company’s office locations; provided, however, that Executive shall be permitted to work remotely in accordance with Company policy as it may be amended from time to time.
(b) During the Term and except as expressly provided below, Executive shall devote all of Executive’s business time, energies and efforts to the business and affairs of the Company.
(c) Notwithstanding the foregoing, nothing contained in this Section 1 shall prevent or limit Executive’s right to manage Executive’s personal investments, including the right to make passive investments in the securities of: (i) any entity which Executive does not control, directly or indirectly, provided that such entity does not compete with the Company; or (ii) any publicly held entity so long as Executive’s aggregate direct and indirect interest does not exceed five percent (5%) of the issued and outstanding securities of any class of securities of such publicly held entity.
For avoidance of doubt, Executive shall not be required to divest any of the debt/equity securities that Executive holds as of the Effective Date provided that Executive has disclosed to the Company prior to the Effective Date any such securities that Executive would be prohibited from owning pursuant to the foregoing sentence. Subject to the consent of the Board or a committee thereof and the procedures associated with obtaining same, Executive shall be permitted to sit on boards of directors or similar governing bodies of other businesses; provided that the Company acknowledges and agrees that Executive may continue to serve on the boards on which he currently serves and that he has disclosed to the Company (and applicable committees thereof). In addition, nothing in this Section 1 shall prevent or limit Executive’s involvement in civic and charitable activities so long as such activities do not interfere with Executive’s duties for the Company.
2. Term; Termination.
(a) Term. Executive’s employment hereunder shall commence on the Commencement Date and shall continue until terminated hereunder by either party. Such term of employment shall be referred to herein as the “Term.”
(b) Separation Process and Requirements. Notwithstanding the at-will nature of employment, and subject to the terms and conditions of the Company’s Severance and Change of Control Agreement which shall become effective as of the Commencement Date (the “Severance Agreement”), attached hereto as Exhibit A:
(i) In the event of a termination of employment by the Company based on Executive’s Disability (as defined in the Severance Agreement), termination shall occur upon written notice by the Company to Executive that Executive’s employment is being terminated as a result of Executive’s Disability, which termination shall be effective on the date of such notice pursuant to the notice provisions of the Severance Agreement.
(ii) In the event of a termination of employment by the Company for Cause (as defined in the Severance Agreement), termination shall occur upon written notice by the Company to Executive (following any cure period, if applicable) that Executive’s employment is being terminated for Cause, which termination shall be effective pursuant to the notice provisions of the Severance Agreement.
(iii) In the event of a termination of employment by the Company for reasons other than Disability or Cause, termination shall occur upon written notice by the Company to Executive that Executive’s employment is being terminated, which termination shall be effective on the date of such notice pursuant to the notice provisions of the Severance Agreement.
(iv) In the event of a termination of employment by Executive for Good Reason (as defined in the Severance Agreement), termination shall occur upon written notice by Executive to the Company (following any cure period, if applicable) that Executive is terminating Executive’s employment for Good Reason, which termination shall be effective pursuant to the notice provisions of the Severance Agreement.
(v) In the event of a termination of employment by Executive without Good Reason, termination shall occur upon written notice by Executive to the Company that Executive is terminating Executive’s employment pursuant to the notice provisions of the Severance Agreement, provided that termination shall be effective at least thirty (30) days after the date of such notice, unless the Company elects an earlier effective date, which the Company may so elect in its sole discretion without such election modifying the nature of such termination.
Notwithstanding anything in this Section 2(b), the Company may at any point terminate Executive’s employment for Cause (to the extent Cause exists and the applicable notice and cure periods have been satisfied) prior to the effective date of any other termination contemplated hereunder.
Any notice of termination of Executive’s employment shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.
To the extent any conflict exists between a provision of this Section 2(b) of this Agreement and a provision of the Severance Agreement, the provision of the Severance Agreement shall govern.
(c) Eligibility for Severance and Change in Control Agreement. The Company shall offer Executive, and Executive shall be eligible for benefits under, the Severance Agreement, in accordance with the terms of such Severance Agreement. Except as expressly described in the Severance Agreement, Executive shall not be eligible for any other payments or other forms of compensation or benefits in the event of a termination, and the payments and benefits expressly described in the Severance Agreement shall be the sole remedy, if any, available to Executive in the event that Executive brings any claim against the Company relating to the termination of Executive’s employment under this Agreement.
(d) Resignation of All Other Positions. On termination of Executive’s employment hereunder for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an employee, officer, director, or manager of the Company or any of its affiliates.
3. Compensation.
(a) Base Salary. The Company shall pay Executive a base salary (the “Base Salary”) at the annual rate of six hundred sixty thousand dollars ($660,000.00), subject to withholdings and deductions in accordance with applicable law. Executive’s Base Salary shall be reviewed annually and may be increased, but not decreased (other than a reduction of similar magnitude to the base salaries of Company senior executives if there is a reduction of the Company’s senior executive base salaries generally), from time to time from the level then in effect. The Base Salary shall be payable in substantially equal periodic installments in accordance with the Company’s payroll practices as in effect from time to time.
(b) Annual Cash Incentive Bonus. Executive shall be eligible to receive an annual cash incentive bonus (the “Annual Bonus”) in a target amount equal to seventy-five percent (75%) of Executive’s Base Salary. The Annual Bonus amount shall be determined as part of the Company’s Management Business Objectives (“MBO”) program, which includes the assessment of Executive’s performance in established areas, the Company’s financial performance, and other factors. The Compensation and Human Capital Committee of the Board (the “Compensation Committee”) or the CEO, after consultation with Executive, shall in its sole discretion approve MBOs for Executive for each fiscal year of the Company during the Term, which MBOs may consist of individual objectives, pre-established financial performance targets for the Company such as revenue and adjusted operating income, and other objectives. The Annual Bonus shall be paid to Executive during the calendar year immediately following the calendar year in which it was earned, with the expectation that the payment shall be made no later than May 30 of the applicable year; Executive must be employed by the Company through the earlier of the date of the Annual Bonus payment or May 30 of such applicable year in order to be eligible for such Annual Bonus.
(c) Retention Bonus. Provided that Executive remains employed in good standing with the Company through July 1, 2027 (the “Retention Date”), the Company shall pay Executive a one-time retention bonus (the “Retention Bonus”) in the amount of four hundred thousand dollars ($400,000.00), payable on the Company’s first regularly scheduled payroll date following the Retention Date, provided that if Executive voluntarily terminates employment with the Company for Good Reason (as defined in the Severance Agreement) or the Company terminates Executive’s employment without Cause (as defined in the Severance Agreement) (each a “Qualifying Separation”), in either event prior to the Retention Date, then an amount equal to the Retention Bonus shall be added as a component of Executive’s severance payments pursuant to, and subject to the terms and conditions of, the Severance Agreement. For avoidance of doubt, if Executive’s employment terminates for any reason other than a Qualifying Separation, then Executive shall not be eligible for or entitled to payment of any portion of the Retention Bonus.
(d) Previous Equity Grants. The Company and Executive acknowledge that the Company has granted to Executive restricted stock units (“RSUs”) with respect to the Company’s common stock, $0.01 par value per share (“Common Stock”). Such previously granted RSUs remain subject to the Company’s 2017 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2017 Equity Plan”), and the terms of the Company’s Restricted Stock Unit Agreement (each as applicable, a “RSU Agreement”) executed by Executive pursuant thereto.
(e) Promotion RSU Grant. The Company shall (on or before June 30, 2025) grant Executive 105,785 RSUs in the form of performance RSUs (“Promotion RSUs”). The Promotion RSUs shall have a performance-based vesting condition, and shall vest as follows: (i) one quarter (25%) of the Promotion RSUs shall vest upon Achievement (as defined below) of a stock price that exceeds 1.5x the closing price of the Company’s common stock on the Commencement Date; (ii) one quarter (25%) of the Promotion RSUs shall vest upon Achievement (as defined below) of a stock price that exceeds 2.0x the closing price of the Company’s common stock on the Commencement Date; (iii) one quarter (25%) of the Promotion RSUs shall vest upon Achievement (as defined below) of a stock price that exceeds 2.5x the closing price of the Company’s common stock on the Commencement Date; (iv) one quarter (25%) of the Promotion RSUs shall vest upon
Achievement (as defined below) of a stock price that exceeds 3.0x the closing price of the Company’s common stock on the Commencement Date; provided that no portion of the Promotion RSUs may vest earlier than the first (1st) anniversary of the Commencement Date. “Achievement” of each applicable stock price milestone shall be based on the average of the closing stock prices of the Common Stock on the Nasdaq Stock Market for a period of twenty (20) consecutive trading days exceeding such milestone. The Promotion RSUs shall be subject to Executive’s continuous service with the Company through each vesting date and subject to the 2017 Equity Plan and standard form of RSU Agreement executed by Executive pursuant thereto. For the avoidance of doubt, the provisions of the 2017 Equity Plan relating to a Corporate Transaction as described in Section 18(b)(i) therein shall apply to the Promotion RSUs, including in the event of a Corporate Transaction prior to the first anniversary of the Commencement Date.
(f) 2025 Annual Equity Grant. Executive also shall be granted an annual equity award of RSUs valued at two million seven hundred fifty thousand dollars ($2,750,000.00) (the “2025 Grant”) at the time that 2025 annual awards are granted to other senior Company executives (but in any event not later than June 30, 2025), with the value of the 2025 Grant based on a valuation method applicable to other senior Company executives receiving annual equity awards in 2025, as determined by the Compensation and Human Capital Committee of the Board (the “Compensation Committee”) in its discretion, with the final award amount to be determined by the Compensation Committee in its discretion in a manner no less favorable than the method used for other senior Company executives, applied as of the grant date of the applicable award. The 2025 Grant shall consist of: (i) fifty percent (50%) RSUs subject to time-based vesting conditions (with a vesting start date applicable to other senior Company executives receiving annual equity awards in 2025, as determined by the Compensation Committee in its discretion, and in no event less favorable than the vesting start date applicable to other senior Company executives); and (ii) fifty percent (50%) RSUs subject to vesting upon meeting certain performance metrics and time-based vesting conditions applicable to other senior Company executives, and in no event less favorable than the performance metrics and time-based vesting conditions applicable to other senior Company executives. The 2025 Grant shall be subject to Executive’s continuous service with the Company through each vesting date and subject to the 2017 Equity Plan, standard form of RSU Agreement executed by Executive pursuant thereto, and as determined by the Compensation Committee in its sole discretion.
(g) Paid Time Off. Executive may take paid time off each year, to be scheduled to minimize (to the extent reasonably possible) disruption to the Company’s operations, pursuant to the terms and conditions of the Company’s policies and practices as applied to the Company’s senior executives.
(h) Fringe Benefits; Insurance. Executive shall be entitled to participate in all benefit, retirement, and welfare plans and fringe benefits provided to other senior Company executives, if and when the Company offers such plans and benefits, subject to the terms of each applicable plan. Executive understands that, except when prohibited by applicable law or the terms of the applicable plan, the Company’s benefit and retirement plans and fringe benefits may be amended or terminated by the Company from time to time in its sole discretion. Executive shall be covered, to
the same extent as other senior Company executives, under any Company maintained directors and officers errors and omissions liability insurance policy.
(i) Reimbursement of Expenses. The Company shall reimburse Executive for all ordinary and reasonable out-of-pocket business expenses incurred by Executive in furtherance of the Company’s business in accordance with the Company’s policies and procedures with respect thereto as in effect from time to time. Executive shall travel via first class or business class for all business-related travel. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) including, where applicable, the requirement that: (i) any reimbursement is for expenses incurred during Executive’s employment with the Company; (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
4. Forfeiture/Clawback. Any amounts payable hereunder or in the future by the Company are subject to any policy (whether currently in existence or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to Executive. The Company shall make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
5. Indemnification. Executive remains entitled to indemnification with respect to Executive’s services provided hereunder pursuant to Utah law, and the Company’s Certificate of Incorporation, By-Laws and standard Director and Executive Officer Indemnification Agreement. By signing this Agreement, the Company and Executive each expressly restate and reaffirm their rights and obligations under the Director and Executive Officer Indemnification Agreement dated September 19, 2017, which agreement is expressly incorporated herein by reference and shall survive and remain applicable to the Company and Executive pursuant to its terms.
6. Confidentiality; Restrictive Covenants; Inventions Assignment. In light of the competitive and proprietary aspects of the business of the Company, and as a condition of Executive’s employment hereunder, Executive agrees to execute and abide by the Company’s Employee Invention Assignment, Confidentiality, and Restrictive Covenants Agreement, attached as Exhibit B hereto.
7. Return of Property and Records. Upon the termination of Executive’s employment hereunder for any reason, Executive shall: (a) return to the Company all Company confidential information and copies thereof (regardless of how such confidential information or copies are maintained) then in Executive’s possession or control; and (b) deliver to the Company any property of the Company which may be in Executive’s possession or control, including, but not limited to, cell phones, smart phones, laptops, products, materials, memoranda, notes, records, reports or other documents or photocopies of the same; provided that Executive may retain copies of applicable benefit plans, contracts to which he personally (i.e., not in his capacity as a Company employee) is
a party, and his personal contacts, calendars, and correspondence. For avoidance of doubt, Executive shall keep his cell phone number as his own personal property.
8. Certification Regarding Conflicting Obligations. Executive hereby represents and warrants that: (a) the execution of this Agreement and the performance of Executive’s obligations hereunder shall not breach or be in conflict with any other agreement to which Executive is a party or is bound, or any other obligation or undertaking of Executive; (b) Executive is not subject to any covenant against competition or similar covenant, or any court order, or any other legal obligation that would restrict, limit or affect the performance of Executive’s obligations hereunder; and (c) all facts Executive has presented to the Company are accurate and true in all material respects. Executive agrees that (y) Executive shall not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent; and (z) Executive shall be subject to the Company’s Stock Ownership Guidelines, as such guidelines are amended from time to time.
9. Taxation. All compensation, payments and benefits provided to Executive hereunder shall be subject to applicable and customary withholdings and deductions as required under law, statute, regulation, rule or term of any employee benefit plan in which Executive participates.
10. Code Section 409A. Executive acknowledges and agrees that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A, as set forth in greater detail in the Severance Agreement.
11. Code Section 280G. Executive and the Company are bound by the Code Section 280G provisions set forth in greater detail in the Severance Agreement.
12. Cooperation. The parties agree that certain matters in which Executive shall be involved during the Term may necessitate Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Board or the CEO, Executive shall reasonably cooperate with the Company in connection with matters arising out of Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of Executive’s other activities. The Company shall reimburse Executive for reasonable expenses incurred in connection with such cooperation and, except for any cooperation relating to any litigation or similar proceeding involving the Company, shall compensate Executive (using an hourly rate equal to Executive’s final Base Salary divided by 2,080) for any time expended in excess of twenty hours under this Section 12.
13. General.
(a) Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and shall be either: (i) delivered by hand, (ii) sent by overnight courier, (iii) sent by registered mail, return receipt requested, postage prepaid; or (iv) by electronic mail. All notices, requests, consents and other communications hereunder shall be deemed to have been given either: (A) if by hand, at the time of the delivery thereof to the
receiving party at the address of such party set forth in Executive’s Employment Agreement, (B) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, (C) if sent by registered mail, on the fifth business day following the day such mailing is made or (D) if by electronic mail, then immediately upon delivery thereof to the receiving party’s email address.
Notices to Executive shall be sent to:
The last known address in the Company’s records or such other address as Executive may specify in writing.
Notices to the Company shall be sent to:
Myriad Genetics, Inc. 322 North 2200 West
Salt Lake City, Utah 84116
Attn: President and Chief Executive Officer
Attn: Chief Legal Officer
or to such other the Company representative as the Company may specify in writing.
(b) Modifications; Amendments; Waivers; Consents. The terms of this Agreement may be modified or amended only by written agreement executed by the parties hereto. The terms of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
(c) Assignment. The Company shall require any successor to all or substantially all of the Company’s business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Executive may not assign Executive’s rights and obligations under this Agreement without the prior written consent of the Company.
(d) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule. Any legal action permitted by this Agreement to enforce an award or for a claimed breach shall be governed by the laws of the State of Utah, and shall be commenced and maintained solely in any state or federal court located in the State of Utah, and both parties hereby submit to the jurisdiction and venue of any such court.
(e) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
(f) Entire Agreement. As of the Commencement Date, this Agreement, together with the other agreements specifically referenced herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. Except as otherwise expressly provided in Section 2(b), to the extent any conflict exists between any provision of this Agreement and any other provision of any agreement between the parties (including without limitation any previously executed employment agreement or offer letter or any exhibit to this Agreement or any RSU Agreement) or any Company policy, the provision of this Agreement shall govern.
(g) Counterparts. This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes an electronic signature shall be treated as an original.
(h) No Mitigation. Except as required by applicable law or any Company clawback policy applicable to other senior Company executives, in no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under this Agreement (or its exhibits), nor shall the amount of any payment or benefit under this Agreement (or its exhibits) be reduced by any compensation earned by Executive as a result of employment by another employer, other than as described in Section 2(c)(iv) and Section 2(e)(iv) of the Severance Agreement.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
| | | | | | | | | | | |
EMPLOYEE | | MYRIAD GENETICS, INC. | |
| /s/ Mark. S. Verratti | | /s/ Samraat S. Raha | |
Name: Mark S. Verratti | | Name: Samraat S. Raha | |
Exhibit A
Severance and Change of Control Agreement
Exhibit B
Company’s Employee Invention Assignment, Confidentiality, and Restrictive Covenants Agreement
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into on February 24, 2025, by and between Myriad Genetics, Inc., a Delaware corporation (the “Company”), and Mark S. Verratti (“Employee”).
WHEREAS, Employee and the Company previously entered into a Severance and Change of Control Agreement dated October 9, 2020 (the “Original Severance Agreement”);
WHEREAS, Employee and the Company have entered into an employment agreement dated February 24, 2025 (the “Employment Agreement”) which provides that Employee’s role will transition from Chief Commercial Officer to become the Company’s Chief Operating Officer effective as of April 30, 2025 (the “Effective Date”); and
WHEREAS, Employee and the Company desire to enter into a new agreement addressing severance generally as well as severance in the specific circumstances of a Change of Control (as defined below) of the Company, as of and following the Effective Date; and
WHEREAS, this Agreement is the Exhibit A to the Employment Agreement and is being entered into in accordance with Section 8(b) of the Original Severance Agreement.
NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:
1.Definitions.
(a) Definition of “Disability”. For purposes of this Agreement, “Disability” shall mean Employee’s inability to perform Employee’s duties with the Company for one hundred twenty (120) days or more (cumulative or consecutive) within any twelve (12) month period as a result of Employee’s physical or mental condition, subject to documentation by a medical expert appointed by mutual agreement between the Company and Employee who has examined Employee.
(b) Definition of “Cause”. As used herein, “Cause” shall mean: (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 hereunder for one of the circumstances set forth in this Section 1(b) 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.
(c) Definition of “Good Reason”. As used herein, “Good Reason” shall mean: (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 executives if there is a reduction of Company senior executive base salaries generally, or a failure by the Company to provide the compensation and benefits provided for in this Agreement; or (iii) a material breach by the Company of this 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 hereunder for one of the circumstances set forth in this Section 1(c) 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 this 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 (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and any successor statute, regulation and guidance thereto.
(d) Definition of “Change of Control”. As used herein, a “Change of Control” shall mean 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 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.
2.Payments upon Termination.
(a) Accrued Obligations. Employee’s employment is “at will,” meaning that Employee or the Company may terminate Employee’s employment at any time for any or no reason. In the event of the termination of Employee’s employment for any reason, the Company shall pay Employee the “Accrued Obligations,” defined as: (i) the portion of Employee’s base salary that has accrued prior to any termination of Employee’s employment with the Company and has not yet been paid (to be paid on or promptly after the date of termination of employment); (ii) any annual bonus previously earned by Employee with respect to the fiscal year prior to the year in which separation occurs and not yet paid (to the extent such annual bonus would have been payable had Employee’s employment with the Company continued and to be paid when such annual bonus would have otherwise been paid had Employee’s employment with the Company continued) (provided that this clause (ii) shall not apply, and shall not be included as a component of the Accrued Obligations, in the event of a termination by the Company for Cause or by Employee without Good Reason); (iii) the amount of any expenses properly incurred by Employee on behalf of the Company prior to any such termination and not yet reimbursed (to be paid in the normal course); and (v) Employee’s entitlement to any other compensation or benefit under any retirement, health, welfare or other plan of the Company (which shall be governed by, and determined and paid in accordance with, the terms of the applicable plan, except as otherwise specified in this Agreement).
(b) Termination by the Company for Cause or by Employee without Good Reason. If Employee’s employment is terminated by the Company for Cause or by Employee without Good Reason, then the Company shall pay the Accrued Obligations to Employee and shall have no further payment or benefit obligation to Employee. Without limiting the foregoing: (i) in the event of a termination by the Company for Cause, all vested and unvested equity grants automatically shall terminate and be forfeited; and (ii) in the event of a termination by Employee without Good Reason, any unvested portion of equity grants automatically shall terminate and be forfeited, and Employee shall have no right to vest in or further acquire any portion of such unvested equity grant.
(c) Termination by the Company without Cause, Disability or Death, or by Employee for Good Reason. In the event that: (i) Employee’s employment is terminated by action of the Company other than for Cause, Disability or death, or (ii) Employee terminates Employee’s employment for Good Reason, then, in addition to the Accrued Obligations, Employee shall receive the following, subject to the terms and conditions of Section 3(a):
(i) Severance Payment. Payment in an amount equal to 100% of the sum of Employee’s then-current base salary (disregarding any reduction to such base salary amount effected in the twelve months prior to Employee’s termination of employment) plus Employee’s then-current target amount of annual bonus (disregarding any reduction to such target amount effected in the twelve months prior to Employee’s termination of employment), paid in one lump sum amount within sixty (60) days following Employee’s last day of employment with the Company (Employee’s last day of employment with the Company, the “Separation Date”), less customary and required taxes and employment-related deductions.
(ii) Pro-Rata Severance Bonus. Payment in an amount equal to a pro-rata portion of Employee’s then-current target amount of annual bonus (disregarding any reduction to such target amount effected in the twelve months prior to the Separation Date) for the fiscal year in which the Separation Date occurs (such pro-ration based on the portion of the fiscal year worked prior to the Separation Date), paid in one lump sum amount within sixty (60) days following the Separation Date, less customary and required taxes and employment-related deductions.
(iii) Equity Vesting. Equity awards granted to Employee and outstanding immediately prior to the Separation Date shall vest on the Separation Date to the extent scheduled to vest on or before the date two (2) years following the Separation Date. For purpose of determining the portion of equity awards that vest under this Section 2(c)(iii): (A) any annual vesting installments shall be deemed to vest in monthly installments over the applicable 2-year period (i.e., an equity award initially scheduled to vest in annual installments over a two-year period shall, for purposes of determining such acceleration, be considered to vest in twenty four (24) monthly installments over that same two-year period, and vesting shall include any fully-completed month within such 2-year period), and (B) any outstanding equity award with an unsatisfied performance-based condition shall remain outstanding and, if the applicable performance condition is satisfied during such two (2) year period, shall, to the extent so earned, vest to the extent scheduled to vest within such two-year period upon satisfaction of such performance-based condition.
(iv) Benefits Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay or reimburse Employee for the premiums charged to continue Employee’s medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Employee (and, if applicable, Employee’s eligible dependents) as in effect immediately prior to the Separation Date,
until the earlier to occur of twelve (12) months following the Separation Date or the date Employee begins employment with another employer.
(d) Termination by the Company as a Result of Employee’s Disability or Death. In the event that Employee’s employment hereunder is terminated by the Company as a result of Employee’s Disability or death, then, in addition to the Accrued Obligations, Employee (or Employee’s estate as applicable) shall receive the following, subject to the terms and conditions of Section 3(a):
(i) Pro-Rata Severance Bonus. Payment in an amount equal to a pro-rata portion of Employee’s then-current target amount of annual bonus (disregarding any reduction to such target amount effected in the twelve months prior to the Separation Date) for the fiscal year in which the Separation Date occurs (such pro-ration based on the portion of the fiscal year worked prior to the Separation Date), paid in one lump sum amount within sixty (60) days following the Separation Date, less customary and required taxes and employment-related deductions.
(ii) Equity Vesting. Pro-rata vesting of Employee’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 and including any time-based vesting of performance-based awards that the Compensation Committee determines to have been earned based on achievement of applicable milestones prior to the Separation Date. For purpose of determining the portion of equity awards that vest under this Section 2(d)(ii), any annual vesting installments shall be deemed to vest in monthly installments over the applicable year of service (i.e., an equity award initially scheduled to vest in annual installments over a two-year period shall, for purposes of determining such acceleration, be considered to vest in twenty four (24) monthly installments over that same two-year period, and vesting shall include any fully-completed month within such 2-year period).
The severance payments and benefits described in Section 2(d) shall not be in addition to the severance payments and benefits described in Section 2(c). In the event that Employee is eligible for the severance payments and benefits under Section 2(d), Employee shall not be eligible for the severance payments and benefits under Section 2(c).
(e) Termination by the Company other than for Cause, Disability or Death, or by Employee for Good Reason, In Connection with a Change of Control. In the event that a Change of Control (as defined below) occurs, and within a period of three (3) months prior to, upon, or within twenty four (24) months following a Change of Control, either: (i) Employee’s employment is terminated by the Company other than for Cause, Disability or death, or (ii) Employee terminates Employee’s employment for Good Reason, then, in addition to the Accrued Obligations, Employee shall receive the following, subject to the terms and conditions in Section 3(a):
(i) Severance Payment. Employee shall receive the severance payment described in Section 2(c)(i), subject to the terms and conditions described therein.
(ii) Pro-Rata Severance Bonus. Employee shall receive the severance bonus described in Section 2(c)(ii), subject to the terms and conditions described therein.
(iii) Equity. All equity awards granted to Employee and outstanding on the date of termination shall immediately accelerate and vest, subject to the terms of any applicable equity plan and equity agreements.
(iv) Benefits Payments. Employee shall receive the benefits payments described in Section 2(c)(iv), subject to the terms and conditions described therein.
The severance payments and benefits described in Section 2(e) shall not be in addition to the severance payments and benefits described in Section 2(c). In the event that Employee is eligible for the severance payments and benefits under Section 2(e), Employee shall not be eligible for the severance payments and benefits under Section 2(c).
3.Conditions on Termination Payments under Section 2.
(a) Separation Agreement; Timing of Severance Benefits. Provision of any severance payments, benefits, and equity described in Sections 2(c), 2(d) and 2(e) (collectively “Severance Benefits”) is expressly conditioned on Employee’s execution without revocation of a separation agreement in a form acceptable to the Company, which shall include a release of claims and standard terms regarding non-disparagement, confidentiality, continuation of covenants, cooperation and the like (the “Separation Agreement”). The Separation Agreement shall be provided to Employee within ten (10) days following separation from service and be signed and irrevocable no later than sixty (60) days following Employee’s separation from service. The Company shall commence payment of Severance Benefits on the next regular payroll date following the date on which the Separation Agreement becomes signed and irrevocable, provided that: (i) if the 60-day period during which the Separation Agreement is required to become signed and irrevocable crosses a tax year, then provision of the Severance Benefits shall be delayed until the second tax year; (ii) if applicable, the first payment of the Severance Benefit shall include all amounts that the Company would otherwise have paid to Employee between the date on which the termination of Employee’s employment became effective and the date of the first payment; and (iii) equity awards included in the Severance Benefits shall vest on the date in such 60-day period that the Separation Agreement becomes signed and irrevocable, provided if the 60-day period during which the Separation Agreement is required to become signed and irrevocable crosses a tax year, then such equity awards shall vest on the later of the date the Separation Agreement becomes signed and irrevocable and January 1 of the second tax year.
(b) COBRA. If the payment of any COBRA or health insurance premiums by the Company on behalf of Employee as described herein would otherwise violate any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the COBRA premiums paid by the Company shall be treated as taxable payments (subject to customary and required taxes and employment-related deductions) and be subject to imputed income tax
treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Company determines in its reasonable discretion that it cannot provide the COBRA benefits described herein under the Company’s health insurance plan without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Employee a taxable lump sum payment in an amount equal to the sum of the monthly (or then remaining) COBRA premiums that Employee would be required to pay to maintain Employee’s group health insurance coverage in effect on the Separation Date for the remaining portion of the period for which Employee shall receive the payments described in Sections 2(c) or 2(e) above, and subject to Section 3(a) above.
(c) Forfeiture/Clawback. The compensation described in this Agreement shall be subject to any forfeiture or clawback policy established by the Company generally for employees from time to time, including to the extent the forfeiture or clawback is required by the Sarbanes-Oxley Act of 2002 or other applicable law.
(d) Property and Records. Upon the termination of Employee’s employment for any reason, or if the Company otherwise requests, Employee shall: (a) return to the Company all Company confidential information and copies thereof (regardless of how such confidential information or copies are maintained) then in Employee’s possession; and (b) deliver to the Company any property of the Company which may be in Employee’s possession, including, but not limited to, cell phones, smart phones, laptops, products, materials, memoranda, notes, records, reports or other documents or photocopies of the same; provided that Employee may retain copies of applicable benefit plans, contracts to which Employee personally (i.e., not in Employee’s capacity as a Company employee) is a party, and Employee’s personal contacts, calendars, and correspondence.
4. Certification Regarding Conflicting Obligations. Employee hereby represents and warrants that the execution of this Agreement and the performance of Employee’s obligations hereunder shall not breach or be in conflict with any other agreement to which Employee is a party or is bound, or any other obligation or undertaking of Employee.
5. Taxation. All compensation, payments and benefits provided to Employee hereunder shall be subject to applicable and customary withholdings and deductions as required under law, statute, regulation, rule or term of any employee benefit plan in which Employee participates.
6. Code Section 409A.
(a) Employee acknowledges and agrees that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Code Section 409A.
(b) In the event that the payments or benefits set forth in Section 2 of this Agreement constitute “non-qualified deferred compensation” subject to Code Section 409A, then the following conditions apply to such payments or benefits:
(i) Any termination of Employee’s employment triggering payments or benefits under Section 2 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Employee’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Employee to the Company at the time Employee’s employment terminates), any such payments under Section 2 that constitute deferred compensation under Code Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b) shall not cause any forfeiture of benefits on Employee’s part, but shall only act as a delay until such time as a “separation from service” occurs.
(ii) Notwithstanding any other provision with respect to the timing of payments under Section 2 if, on the date of termination of Employee’s employment, Employee is deemed to be a “specified employee” of the Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Code Section 409A, any payments to which Employee may become entitled under Section 2 which are subject to Code Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Employee’s employment, at which time Employee shall be paid an aggregate amount equal to the accumulated, but unpaid, payments or benefits otherwise due to Employee under the terms of Section 2.
(c) It is intended that each installment of the payments and benefits provided under Section 2 of this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Company nor Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or liability for increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend this Agreement to be in compliance with Code Section 409A.
7. Code Section 280G.
(a) If any payment or benefit Employee would receive under this Agreement, when combined with any other payment or benefit Employee receives pursuant to a Change of Control (for purposes of this section, a “Payment”) would constitute a “parachute payment” within the meaning of Code Section 280G and, but for this sentence, be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then such Payment shall be either: (i) the full amount of such Payment; or (ii) such lesser amount (a “Reduced Payment”) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise
Tax, results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.
(b) With respect to Section 7(a), if there is more than one method of reducing the Reduced Payment amount that would result in no portion of the Payment being subject to the Excise Tax, then the Payment shall be reduced or eliminated in the following order: (i) cash payments; (ii) taxable benefits; (iii) nontaxable benefits; and (iv) accelerated vesting of equity awards in a manner that maximizes the amount to be received by Employee.
(c) The determination of whether Section 7(a)(i) or (ii) applies, and the calculation of the amount of the Reduced Payment if applicable, shall be performed by a nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations to both the Company and Employee within fifteen (15) business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company, in a form that can be relied upon for tax filing purposes. All fees and expenses of the Accounting Firm shall be borne solely by the Company.
(d) Employee may receive a Payment that is, in the aggregate, either more or less than the amount described in Section 7(a)(i) or (ii) (as applicable, an “Overpayment” or “Underpayment”). If it is finally determined by a court of competent jurisdiction pursuant to a final non-appealable judgment, or the Internal Revenue Service, or by the Accounting Firm upon request by either the Company or Employee, that an Overpayment or Underpayment has been made, then: (i) in the event of an Overpayment, Employee shall promptly repay the Overpayment to the Company, together with interest on the Overpayment at the applicable federal rate from the date of Employee’s receipt of such Overpayment until the date of such repayment; and (ii) in the event of an Underpayment, the Company shall promptly pay an amount equal to the Underpayment to Employee, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to Employee had the provisions of Section 7(a)(ii) not been applied until the date of payment.
8. General.
(a) Notices. Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; or (iii) by certified or registered mail, return receipt requested, upon verification of receipt.
Notices to Employee shall be sent to:
The last known address in the Company’s records or such other address as Employee may specify in writing.
Notices to the Company shall be sent to:
Myriad Genetics, Inc.
322 N. 2200 West
Salt Lake City, Utah 84116
Attn: Chief Legal Officer or, in the case of notices from the Chief Legal Officer to the Company, Attn: Chair
or to such other the Company representative as the Company may specify in writing.
(b) Modifications; Amendments; Waivers; Consents. The terms of this Agreement may be modified or amended only by written agreement executed by the parties hereto. The terms of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent.
(c) Assignment. The Company shall require any successor to all or substantially all of the Company’s business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Employee may not assign Employee’s rights and obligations under this Agreement without the prior written consent of the Company.
(d) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule. Any legal action permitted by this Agreement to enforce an award or for a claimed breach shall be governed by the laws of the State of Utah and shall be commenced and maintained solely in any state or federal court located in the State of Utah, and both parties hereby submit to the jurisdiction and venue of any such court.
(e) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
(f) Entire Agreement. This Agreement, together with any other agreements specifically referenced herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and, as of the Effective Date, supersedes all prior oral or written agreements and understandings relating to the subject matter hereof (including, but not limited to, the Original Severance Agreement). For the avoidance of doubt, the Original Severance Agreement shall remain in full force and effect until the Effective Date. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
(g) Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement,
and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified).
(h) Not Employment Contract. Employee acknowledges that this Agreement does not constitute a contract of employment, does not imply that the Company will continue Employee’s employment for any period of time, does not change the at-will nature of Employee’s employment, and does not supersede the Employment Agreement.
This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes an electronic signature shall be treated as an original.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| | | | | | | | | | | |
EMPLOYEE | | MYRIAD GENETICS, INC. | |
| /s/ Mark. S. Verratti | | /s/ Samraat S. Raha | |
Name: Mark S. Verratti | | Name: Samraat S. Raha | |
| | Title: Chief Operating Officer | |
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into effective as of April 30, 2025 (the “Effective Date”), between Myriad Genetics, Inc. (the “Company”), with a business address at 322 North 2200 West Salt Lake City, Utah 84116, and Paul J. Diaz (the “Consultant”), and governs the Consultant’s services provided to the Company and any of its affiliates as a consultant from and after the Effective Date. The Company and the Consultant may each be referred to herein individually as a “Party” or collectively as “the Parties.”
1.Term. This Agreement shall be effective as of the Effective Date and shall continue in effect for a period of one (1) year from the Effective Date (the “Term”), unless extended or earlier terminated as described in Section 4.
2.Services. During the Term, the Consultant agrees to act as an independent contractor to the Company and personally provide to the Company the following services (the “Services”): (a) assistance and support with the transition of the Consultant’s duties and responsibilities to Company personnel, as requested by the Company’s Chief Executive Officer (the “CEO”) or Board of Directors (the “Board”); (b) assistance in the defense or prosecution of claims against or on behalf of Company, its affiliates and its and their officers and employees, except that in no event will the Consultant be required to act against the Consultant’s own interests; and (c) providing such other transition support as may be reasonably requested by the CEO or the Board. Without limiting the foregoing, absent express advance written permission provided by a duly-authorized Board member, the Consultant shall not have authority to, and shall not, represent himself as an executive, agent or representative of the Company with respect to Company negotiations, contracts, agreements or transactions with third parties. The Consultant agrees to devote the Consultant’s best efforts to the performance of the Services. The Consultant agrees that all of the Services shall be provided personally, and none of the Services may be subcontracted to another individual or entity without the prior written approval of the Company. The Company agrees that the Consultant’s services are not exclusive, and the Consultant may (subject to Section 5) during and after the Term engage in employment, consulting, or other services with other business ventures.
3.Compensation.
(a) The Company shall provide the Consultant with payment of $375,000.00, made in twelve (12) equal installments of $31,250.00 during the Term (with an installment paid in each month during the Term), representing a pro-rata portion of the Consultant’s target amount of Annual Bonus (defined in the Consultant’s prior Employment Agreement with the Company dated July 24, 2020 (the “Employment Agreement”)) for the year in which the Consultant’s final date of employment with the Company occurs (the “Separation Date”), based on the portion of the year worked prior to the Separation Date.
(b) Except as follows, the Consultant’s outstanding equity awards (the “Awards”) shall continue to be governed by the applicable restricted stock unit agreement or stock option agreement (each an “Award Agreement”) and, as applicable, the terms of the Company’s 2017 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Consultant shall not be granted additional restricted stock units, stock options or other equity in the Company pursuant to this Agreement or the Services provided hereunder. The Consultant remains eligible for continued vesting of Awards pursuant to the terms and conditions of the Consultant’s Award Agreements and, as applicable, the Plan. For purposes of the Awards, the Consultant shall not be considered to have had a termination of employment or service with the Company until the end of the Term (i.e., the Awards will continue to vest during the Term and any post-termination exercise period applicable to any options will not be triggered until the end of the Term). All Awards granted to the Consultant under the Plan shall remain subject to the terms of the Plan, including the terms relating to a Corporate Transaction as described in Section 18 (Adjustments) of the
Plan. Without limiting the foregoing, in the event of a Corporate Transaction (as described in the applicable Award Agreement) the Company shall treat inducement awards granted to the Consultant outside the Plan in the same manner as equity awards granted to other senior Company executives under the Plan.
(c) The Company shall reimburse the Consultant for the Consultant’s reasonable out-of-pocket expenses actually incurred in performance of the Services, including first class airfare and reasonable travel expenses, subject to compliance with applicable Company expense reimbursement policies (which shall be substantially similar to those currently in effect for the Consultant).
(d) Except as provided in this Agreement, the Consultant acknowledges and agrees that the Consultant shall not be entitled to participate in any insurance, disability, retirement, pension or other plans or benefits provided by the Company to its employees, with respect to the Consultant’s provision of the Services. However, nothing in this Agreement limits any right that the Consultant may have as to any post-employment fringe benefits or insurance, or other unpaid benefits earned by the Consultant as an employee through his last day of employment with the Company (the “Separation Date”), as may be the case, pursuant to the terms and conditions of applicable plan and policy documents.
4.Termination. This Agreement automatically shall conclude at the end of the Term, provided that: (a) this Agreement may be extended by further written agreement between the Parties; and (b) in the event of a material breach of this Agreement by a Party, this Agreement and the Term may be terminated by written notice from the non-breaching Party to the breaching Party if the non-breaching Party has provided written notice of the breach to the breaching Party and after a reasonable cure period the breaching Party failed to reasonably cure such breach. Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement, except for the rights and obligations described in Sections 5, 6 and 7 (which shall survive such termination), any payment of any amount due pursuant to Section 3 through the month in which the end of the Term occurs, and payment due for any vested Awards, shall terminate and the Parties shall have no further obligation hereunder. Other than as expressly provided herein, no compensation shall be payable to the Consultant after the conclusion of the Term, other than an obligation accrued prior to conclusion. At the conclusion of the Term, or earlier at the Company’s request, the Consultant shall: (i) deliver to the Company all hardware, software, equipment, or other materials provided to the Consultant by the Company; (ii) deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Company’s information; and (iii) in coordination with the Company, permanently erase all Company information from the Consultant’s computer systems and other devices; provided that the Consultant shall be permitted to retain his calendar, contacts, agreements with the Company and related compensatory plans, computers and electronic devices, software, printers and other computer hardware (provided that, as a condition of the Consultant’s retention of such items, the Consultant shall reasonably cooperate with the Company to permit the Company to access any such items and remove any Company trade secrets and/or confidential or proprietary information therefrom).
5.Continuing Contractual Obligations. Except as modified below, the Consultant acknowledges and agrees that the terms of the Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement dated July 24, 2020 between the Consultant and the Company (the “Covenants Agreement”) shall survive the execution of this Agreement and remain in full force and effect. The Parties acknowledge and agree that the Covenants Agreement is not in conflict with, is intended to apply concurrently with, and shall be interpreted to apply in addition to (and not in lieu of) the covenants in this Agreement. Notwithstanding the foregoing, the Company agrees that the Covenants Agreement (as well as the non-compete, non-solicit of business or customers, or similar obligations of the Consultant under any other agreement with the Company) does not preclude the Consultant from
accepting a position as a partner or member of, employee of, consultant to, or other position with a private equity firm (or any of its related funds, investments, or businesses), including one that involves a business engaged in advanced diagnostics or molecular diagnostics; provided that in the case of a business entity that is principally engaged in the business of advanced diagnostics or molecular diagnostics, the Consultant shall not during the Restricted Period (unless a waiver is obtained in writing from the Company): (a) be actively engaged in the operation of such business, (b) serve in a role other than board member of such business, or (c) be actively involved in any decision as to whether to invest in, or dispose of, such business.
6.General Release.
(a)In consideration of the promises and payments described herein, the Consultant, with the intention of binding himself and the Consultant’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Consultant, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity (as they may have been amended through the Effective Date), including, without limitation, any and all claims: (i) arising out of or in any way connected with the Consultant’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity; (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments; (ii) for breach of contract, breach of covenant of good faith and fair dealing, wrongful discharge, impairment of economic opportunity, defamation, promissory estoppel, fraud, negligent or intentional infliction of emotional harm, or other tort; (iv) for any violation of applicable state and local labor and employment laws, including, without limitation, all laws concerning unlawful and unfair labor and employment practices, and further including, without limitation, any and all claims based on the Executive Retirement Income Security Act of 1974 (“ERISA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1991, the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Uniformed Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief and Economic Security Act, the Employment Relations and Collective Bargaining Act, the Utah Right to Work Act, the Utah Drug and Alcohol Testing Act, the Utah Minimum Wage Act, the Utah Protection of Activities in Private Vehicles Act, the Utah Employment Selection Procedures Act, and the Utah Occupational Safety and Health Act, and any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, each as amended and including each of their respective implementing regulations; and (v) under any whistleblower laws or whistleblower provisions of other laws; excepting only: (A) rights of the Consultant under this Agreement; (B) rights of the Consultant relating to equity awards held by the Consultant as of his Separation Date; (C) the right of the Consultant to receive continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) in accordance with applicable law; (D) rights to indemnification the Consultant may have (1) under applicable law, (2) under the by-laws, certificate of incorporation or similar governing documents of any Company Released Party, (3) under a written indemnification agreement with any Company Released Party, or (4) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (E) claims (1) for
benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group, and (2) for earned and unpaid salary and earned but unused vacation pay through the Separation Date in accordance with applicable Company policy; (F) claims for the reimbursement of unreimbursed business expenses incurred prior to the Separation Date pursuant to applicable Company policy; and (G) any rights that the Consultant may have as a stockholder (or former stockholder) of Company with respect to dividend payment rights or payments in respect of shares of Company common stock sold in a merger or other transaction in accordance with the applicable merger or transaction agreement.
(b)The Consultant acknowledges and agrees that the Consultant’s waiver and release of claims are intended to be a complete bar to any recovery or personal benefit by or to the Consultant with respect to any claim whatsoever arising out of the Consultant’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, including those raised through a charge with a Governmental Agency, except those which, as a matter of law, cannot be released or are otherwise excluded from the release given in Section 6(a). To the maximum extent permitted by law, however, nothing in this Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of a charge or complaint on the basis that the Consultant’s signing of this Agreement constitutes a full release of any claims, including claims of discrimination, or to seek restitution to the extent permitted by law of the consideration provided to the Consultant under this Agreement in the event that the Consultant successfully challenges the validity of this release, provided, that the Consultant retains the right to receive, and the Company shall not seek restitution of, an award for information lawfully provided to a Governmental Agency. The Consultant further acknowledges and agrees that, but for providing this waiver and release, the Consultant would not be receiving the consideration provided pursuant to this Agreement.
7.Mutual Non-Disparagement.
(a)The Consultant acknowledges and agrees that the Consultant shall not make any statements that are professionally or personally disparaging about the Company or any of its officers or members of the Board.
(b)The Company agrees that its officers and members of the Board shall not make any statements that are professionally or personally disparaging about the Consultant.
(c)The foregoing provisions of this Section 7 do not apply to communications between the Consultant and any officer(s) or director(s) of the Company. Furthermore, nothing in this Section 7 prevents any person from responding truthfully to a subpoena or other legal process.
8.Independent Contractor Status. The Consultant shall perform all obligations under this Agreement as an independent contractor and not as an agent, employee or representative of the Company. Following the Separation Date, the Consultant agrees not to represent or purport to represent the Company in any unauthorized capacity or act on the Company’s behalf outside of the terms of this Agreement. Without limiting the foregoing, the Consultant understands and agrees that the Company does not grant to the Consultant the right or authority to enter into any agreement or other commitment, or to create any obligation of any kind, on behalf of the Company following the Separation Date. The Consultant shall be free to exercise the Consultant’s discretion and independent judgment as to the method and means of performance of the Services subject to the terms of this Agreement. The Consultant shall perform the Services using the Consultant’s own facilities, personnel, equipment and materials, and may choose the timing, location and schedule for the performance of the Services, consistent with objectives that may be set by the Company. The Consultant represents and warrants that all Services
provided under this Agreement shall be original and independently provided without use of any other third party’s equipment, facilities, funding, or intellectual property rights. This Agreement shall not be construed to create any employment relationship between the Parties, and the Consultant is not an employee of the Company. The Company shall not pay or withhold payroll or employment taxes of any kind (including, but not limited to, FICA and FUTA) with respect to any compensation paid to the Consultant under this Agreement. The Company shall record payments to the Consultant on an Internal Revenue Service Form 1099. The Consultant shall be responsible for payment of all federal, state and local tax obligations that arise from payments to the Consultant from the Company under this Agreement.
9.Legal Compliance. By entering into this Agreement, the Parties specifically intend to comply with all applicable laws, rules and regulations as they may be amended from time to time. Accordingly, the compensation to be paid hereunder represents the fair market value of the Services and is not in payment for, and does not take into account, the Consultant’s past service as an employee of the Company or member of the Board. If as a result of a change in law or otherwise this Agreement is reasonably determined by either Party to violate, or present an unacceptable risk of violating, any federal, state, or local laws, rules, or regulations, then the Parties agree to negotiate in good faith revisions to any provision which is in, or which presents an unacceptable risk of, violation. If the Parties are unable to agree to modified terms as required to bring the entire Agreement into compliance or into an acceptable level of risk, then either Party may terminate this Agreement with immediate effect on written notice to the other Party.
10.Agreement Limitations; Preserved Rights. Notwithstanding anything to the contrary, this Agreement does not: (a) waive or release the Company from any obligation expressly set forth in this Agreement; (b) waive or release any legal claims which the Consultant may not waive or release by law, including under workers’ compensation laws; (c) prohibit or restrict the Consultant from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other U.S. federal, state or local governmental agency or commission (each a “Governmental Agency”); (d) prohibit or restrict the Consultant from communicating with, participating in an investigation or proceeding by, providing documents or information to, or otherwise cooperating with, a Governmental Agency; or (e) limit the Consultant’s right to seek or receive an award for providing information to a Governmental Agency or self-regulatory organization, including, but not limited to, a whistleblower award from the Securities and Exchange Commission under Section 21F of the Securities Exchange Act.
11.Attorneys’ Fees. The Company shall reimburse the Consultant for attorneys’ fees incurred in the negotiation and preparation of this Agreement, subject to a maximum amount of $20,000.00 for such attorneys’ fees.
12.General. This Agreement, and any other agreement explicitly referenced herein, set forth the entire agreement between the Company and the Consultant with regard to the Services. This Agreement may be modified or amended only by an agreement in writing signed by both the Company and the Consultant. This Agreement shall not be assignable, nor shall the performance of obligations hereunder be delegable, without the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to its choice of law rules. Venue for any disputes arising under this Agreement shall be in any state or federal court in and for Salt Lake County, Utah. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both together shall be deemed to be one and the same agreement. Facsimile and electronic signatures shall be accepted as originals.
13.Knowing and Voluntary Agreement. By executing this Agreement, the Consultant acknowledges and agrees that: (a) the Consultant has been afforded sufficient time to understand the terms and effects of this Agreement; (b) the Consultant’s agreements herein are made voluntarily, knowingly and without duress; and (c) the Company has not made any representations inconsistent with this Agreement.
[SIGNATURE PAGE FOLLOWS]
INTENDING TO BE LEGALLY BOUND HEREBY, THE TERMS OF THIS AGREEMENT ARE ACCEPTED BY:
| | | | | | | | | | | |
| MYRIAD GENETICS, INC. | | CONSULTANT | |
/s/ S. Louise Phanstiel | |
/s/ Paul J. Diaz. | |
| Name: S. Louise Phanstiel | |
Name: Paul J. Diaz | |
| Title: Chair of Board of Directors | | | |
| Date: February 24, 2025 | | Date: February 24, 2025 | |
Exhibit 99.1
News Release
| | | | | | | | | | | | | | |
| Media Contact: | Kate Schraml | | Investor Contact: | Matt Scalo |
| (224) 875-4493 | | | (801) 584-3532 |
| PR@myriad.com | | | matt.scalo@myriad.com |
Myriad Genetics Reports Fourth Quarter and Full-Year 2024 Financial Results; Full-year 2024 revenue of $838 million grew 11% year-over-year, the second consecutive year of double-digit revenue growth
Highlights
•Fourth quarter 2024 revenue of $211 million, grew 7% year-over-year driven by continued demand for Pharmacogenomics (14%) and Prenatal (12%) testing.
•Fourth quarter GAAP gross margin of 71.7%, increased 300 basis points year-over-year, benefiting from improving revenue per test trends and greater laboratory efficiencies.
•Fourth quarter and full-year 2024 GAAP net loss was $(43) million and $(127) million, respectively; adjusted EBITDA for the same periods was $11 million and $40 million, respectively.
•Cash plus availability to borrow under the asset-based facility was approximately $158 million as of December 31, 2024.
•Reiterate 2025 financial guidance with a revenue range of $840 - $860 million and adjusted EPS range of $0.07 - $0.11.1
•Entered into a strategic collaboration with PATHOMIQ to add artificial intelligence (AI) technology to our Oncology portfolio including an exclusive license of its AI technology platform for prostate cancer. Adding PATHOMIQ PRAD to Myriad's Oncology Solutions, following surgery or radiation treatment, complements its Prolaris Prostate Cancer Prognostic test and its offerings of combined germline and comprehensive tumor profiling test as recommended by NCCN guidelines.
1 The company does not forecast GAAP EPS because it cannot predict certain elements that are included in the reported GAAP results. Please see below under "Financial Guidance" for a full explanation.
•Myriad has appointed Sam Raha, the Company’s current Chief Operating Officer (COO), as President and Chief Executive Officer (CEO) and as a member of the Board, effective April 30, 2025. Mr. Raha will replace Paul J. Diaz, who is stepping down to join the private equity firm, Cressey & Company, as a Managing Partner and will serve as a consultant to Myriad Genetics for another year. In addition, Mark S. Verratti, Myriad's current Chief Commercial Officer (CCO), will be promoted to COO concurrent with Mr. Raha’s appointment.
SALT LAKE CITY, February 24, 2025 – Myriad Genetics, Inc. (NASDAQ: MYGN), a leader in genetic testing and precision medicine, today announced financial results for its fourth quarter and full-year ended December 31, 2024 and reaffirmed its previously issued financial guidance on business performance for the full-year 2025.
“There is a lot for Myriad Genetics to be proud of in 2024. We generated 11% revenue growth over 2023, making this our second consecutive year of double-digit growth, and $40 million in adjusted EBITDA. This achievement is the result of the company's multi-year investment strategy along with our team’s hard work and focus on the needs of our patients and the healthcare providers who serve them,” said Paul J. Diaz, President and CEO, of Myriad Genetics.
“We believe 2025 will be another year of opportunity for our stakeholders as Myriad Genetics continues to grow and has the financial flexibility to continue to invest in research and development and technology innovations to achieve our Mission and Vision to advance health and well-being for all by helping people take control of their health. Today's announcement of our collaboration with PATHOMIQ and their AI-technology platform is an exciting example of how Myriad will continue to deliver innovative insights to patients and clinicians in their fight against cancer. As we look to 2025 and beyond, we are excited about the potential contribution from recent product launches, including Prequel with 8-week Gestational Age, Foresight Universal Plus, and the continuing traction with our Precise Tumor comprehensive genomic panel. In addition, we are excited for the future launches of FirstGene, Precise Liquid, and Precise MRD, which is already available for research use by our pharmaceutical partners.
Lastly, I would emphasize that it has been an honor to serve as Myriad’s President and CEO and help to further its mission. I believe the Company is well positioned for the future and will continue to grow under Sam Raha and the entire executive team’s leadership.”
Financial and Operational Highlights
•Test volumes of 374,000 in the fourth quarter of 2024 increased 4% year-over-year and 7% for the twelve months ended December 31, 2024.
•The following table summarizes year-over-year testing volume changes in the company's core product categories:
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| Three months ended December 31, | | Twelve Months Ended December 31, |
(in thousands) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change |
Product volumes: | | | | | | | | | | | |
Hereditary cancer | 75 | | | 74 | | | 1 | % | | 294 | | | 281 | | | 5 | % |
Tumor profiling | 12 | | | 14 | | | (14) | % | | 53 | | | 59 | | | (10) | % |
| Prenatal | 160 | | | 156 | | | 3 | % | | 666 | | | 625 | | | 7 | % |
Pharmacogenomics | 127 | | | 116 | | | 9 | % | | 507 | | | 459 | | | 10 | % |
| Total | 374 | | | 360 | | | 4 | % | | 1,520 | | | 1,424 | | | 7 | % |
| | | | | | |
•The following table summarizes year-over-year revenue changes in the company's core product categories:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended December 31, | | Twelve Months Ended December 31, |
(in millions) | 2024 | | 2023 | | % Change | | 2024 | | 2023 | | % Change |
Product revenues: | | | | | | | | | | | |
Hereditary cancer | $ | 94.3 | | | $ | 88.9 | | | 6 | % | | $ | 364.5 | | | $ | 327.8 | | | 11 | % |
Tumor profiling | 30.8 | | 32.1 | | (4) | % | | 125.8 | | 135.6 | | (7) | % |
| Prenatal | 44.9 | | 40.0 | | 12 | % | | 177.1 | | 151.3 | | 17 | % |
Pharmacogenomics | 40.6 | | 35.6 | | 14 | % | | 170.2 | | 138.5 | | 23 | % |
| Total | $ | 210.6 | | | $ | 196.6 | | | 7 | % | | $ | 837.6 | | | $ | 753.2 | | | 11 | % |
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•GAAP operating expenses in the fourth quarter of 2024 were $189.9 million, increasing $23.5 million year-over-year. Adjusted operating expenses in the fourth quarter of 2024 increased $16.0 million year-over-year to $146.0 million, reflecting increased spending on clinical studies to support the development and launches of FirstGene and Precise MRD and other research and development expense during the fourth quarter 2024.
•GAAP operating loss in the fourth quarter of 2024 was $39.0 million, an increase of $7.6 million year-over-year; adjusted operating income in the fourth quarter of 2024 was $5.6 million.
•Fourth quarter 2024 GAAP cash flow from operations was $6.6 million; adjusted cash flow from operations in the fourth quarter of 2024 was $15.4 million, an increase of $1.9 million year-over-year. Capital expenditures and capitalization of internal use software costs were $5.9 million in the fourth quarter 2024.
•During fourth quarter of 2024, Myriad determined that the contingent payment from the Ravgen settlement is no longer probable and reversed the prior accrued amount of 21.3 million.
Business Performance and Highlights
Oncology
The Oncology business delivered revenue of $82.8 million in the fourth quarter of 2024.
•Fourth quarter 2024 hereditary cancer testing revenue in Oncology grew 8% year-over-year.
•In February 2025, Myriad exclusively licensed PATHOMIQ’s AI technology platform for prostate cancer in the United States. This agreement marks a strategic expansion of Myriad's clinical oncology portfolio and complements the company's Prolaris Prostate Cancer Prognostic Test. Myriad plans to leverage PATHOMIQ’s prognostic and predictive biomarker capabilities across different phases of the patient journey in prostate cancer and potentially for other cancer indications. Myriad intends to commercially launch its first AI-driven prostate cancer test later in 2025, which would enable Myriad to offer both AI and molecular testing options for prostate cancer, eventually spanning all phases of the prostate cancer patient journey – including at the time of biopsy and post-radical prostatectomy (post-RP).
•Updated Prostate Cancer Guidelines from the National Comprehensive Cancer Network (NCCN®) underscore the critical role of Myriad’s portfolio of offerings across the patient’s prostate cancer journey. Myriad’s full suite of prostate cancer products is uniquely aligned with the updated NCCN Guidelines, offering integrated genetic and tumor genomic insights that identify germline risk, provide valuable insights into tumor biology, simplify therapy selection, and help identify clinical trial eligibility for patients.
•In January 2025, The University of Texas MD Anderson Cancer Center and Myriad Genetics announced a five-year strategic alliance to accelerate the clinical evaluation and development of Myriad’s molecular residual disease (MRD) assay. This strategic alliance aims to create a portfolio of studies to evaluate the clinical validity and utility of Myriad’s Precise MRD in breast, gastrointestinal, genitourinary, and gynecological cancers.
•In February 2025, the United States Patent and Trademark Office issued two new patents that further advance Myriad’s ability to bring Precise MRD, its tumor-informed, high-definition, MRD assay to market. This action builds on the three patents issued in 2024 that are related to foundational platform MRD technology and cell-free DNA preparation methods. The Precise MRD test is currently being evaluated in several studies and is processed in the company’s new state-of-the-art laboratory facility in Salt Lake City.
Women’s Health
The Women’s Health business delivered revenue of $87.2 million in the fourth quarter of 2024.
•Prenatal testing revenue in the fourth quarter of 2024 grew 12% year-over-year.
•In the fourth quarter of 2024, Myriad signed a strategic partnership with jscreen™, a national organization that delivers education and access to genetic testing with a focus on high-risk populations. The collaboration combines Myriad’s high-quality hereditary cancer and reproductive genetics products, MyRisk with RiskScore and Foresight Carrier Screen, with jscreen’s trusted education and genetic care navigation program.
•In January 2025, Myriad unveiled groundbreaking research at the annual Society for Maternal-Fetal Medicine Conference (SMFM). The company’s “Fetal fraction amplification enables accurate prenatal cell-free DNA (cfDNA) screening at eight weeks gestation” study was awarded SMFM’s “Dru Carlson Memorial Award for Best Research in Ultrasound and Genetics.”
Pharmacogenomics
In the pharmacogenomics business, GeneSight test revenue was $40.6 million in the fourth quarter of 2024.
•In the fourth quarter 2024, UnitedHealthcare (UNH) updated its medical policy for commercial and individual exchange benefit plans as well as certain managed Medicaid plans to discontinue coverage of multi-gene panel pharmacogenetic testing, including the company's GeneSight test, effective in the first half of 2025. Myriad Genetics generated approximately $45 million of GeneSight current period revenue from UNH's commercial and select managed Medicaid populations in 2024, consisting of approximately $40.0 million for UNH commercial and approximately $5.0 million for impacted UNH managed Medicaid plans.
•While Myriad Genetics continues to pursue a resolution with UNH that allows for its commercial and managed Medicaid enrollees to continue to have access to the GeneSight test, there is no guarantee that these efforts will be successful and Myriad has streamlined operations and cost structure accordingly.
Cash Flow and Liquidity
As of the end of the fourth quarter of 2024, the company had cash and cash equivalents of $102 million and the ability to access an incremental $56 million of availability under its asset-based credit facility (ABL Facility). The company had combined liquidity from its unrestricted cash and cash equivalents and available borrowing under the ABL Facility of $158 million.
Financial Guidance
Myriad Genetics does not provide forward-looking guidance on a GAAP basis for the measures on which it provides forward-looking non-GAAP guidance as the company is unable to provide a quantitative reconciliation of forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measure, without unreasonable effort, because of the inherent difficulty in accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliations that have not yet occurred, are dependent on various factors, are out of the company's control, or cannot be reasonably predicted. Such adjustments include, but are not limited to, real estate optimization and transformation initiatives, certain litigation charges and loss contingencies, costs related to acquisitions/divestitures and the related amortization, impairment and related charges, and other adjustments. For example, stock-based compensation may fluctuate based on the timing of employee stock transactions and unpredictable fluctuations in the company's stock price. Any associated estimate of these items and its impact on GAAP performance could vary materially.
Below is a table summarizing Myriad Genetics' full-year 2025 financial guidance*:
| | | | | | | | | | | | | | |
| (in millions, except per share amounts) | FY 2025 Guidance | | FY 2025 Comments |
| | | | |
| Revenue | $840 - $860 | | 2025 revenue range reflects annual growth of between 9% - 11% over 2024, excluding impact from the change in UNH PGx medical policy and divested businesses.
Q1’25 revenue is expected to be between $196 and $204 million. |
| Gross margin % | 69.5% - 70.5% | | Gross margins expected to fluctuate in any quarter given product mix and pricing trends. |
| Adjusted OPEX | $575 - $595 | | |
| Adjusted EBITDA** | $25 - $35 | | |
| Adjusted EPS*** | $0.07 - $0.11 | | Q1’25 adjusted EPS is expected to be between $(0.04) and $(0.08). |
| | | | |
| * | Assumes currency rates as of February 24, 2025. |
| ** | Adjusted EBITDA is defined as Net Income (loss) plus income tax expense (benefit), total other income (expense), non-cash operating expenses, such as amortization of intangible assets, depreciation, impairment of long-lived assets, and share-based compensation expense, and one-time expenses such as expenses from real estate optimization initiatives, transformation initiatives, legal settlements, and divestitures and acquisitions. |
| *** | Full-year 2025 adjusted EPS is based on a 93 million share count. |
These projections are forward-looking statements and are subject to the risks summarized in the safe harbor statement at the end of this press release.
Conference Call and Webcast
A conference call will be held today, Monday, February 24, 2025, at 4:30 p.m. EST to discuss Myriad Genetics’ financial results and business developments for the fourth quarter and full-year 2024. A live webcast of the conference call can be accessed on Myriad Genetics' Investor Relations website at investor.myriad.com. To participate in the live conference call via telephone, please register at https://register.vevent.com/register/BId9d5a2edc11e4b3fbbce726836037dc9. Upon registering, a dial-in number and unique PIN will be provided to join the conference call. Following the conference call, an archived webcast of the call will be available at investor.myriad.com.
About Myriad Genetics
Myriad Genetics is a leading molecular diagnostic testing and precision medicine company dedicated to advancing health and well-being for all. Myriad Genetics develops and offers molecular tests that help assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where molecular insights can significantly improve patient care and lower healthcare costs. For more information, visit www.myriad.com.
Myriad, the Myriad logo, BRACAnalysis, BRACAnalysis CDx, Colaris, MyRisk, Myriad myRisk, MyRisk Hereditary Cancer, myChoice, Tumor BRACAnalysis CDx, MyChoice CDx, Prequel, Prequel with Amplify, Amplify, Foresight, Foresight Universal Plus, Precise Tumor, Precise Oncology Solutions, Precise Liquid, Precise MRD, FirstGene, SneakPeek, SneakPeek Early Gender DNA Test, SneakPeek Snap, Urosuite, Mygenehistory, Health.Illuminated., RiskScore, Prolaris, and GeneSight are registered trademarks or trademarks of Myriad Genetics, Inc. All third-party marks—® and ™—are the property of their respective owners. © 2025 Myriad Genetics, Inc. All rights reserved.
Revenue by Product (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended December 31, |
| (in millions) | 2024 | | 2023 | | |
| WH | ONC | PGx | | Total | | WH | ONC | PGx | | Total | | % Change |
| Hereditary Cancer | $ | 42.3 | | $ | 52.0 | | $ | — | | | $ | 94.3 | | | $ | 40.8 | | $ | 48.1 | | $ | — | | | $ | 88.9 | | | 6 | % |
| Tumor Profiling | — | | 30.8 | | — | | | 30.8 | | | — | | 32.1 | | — | | | 32.1 | | | (4) | % |
| Prenatal | 44.9 | | — | | — | | | 44.9 | | | 40.0 | | — | | — | | | 40.0 | | | 12 | % |
| Pharmacogenomics | — | | — | | 40.6 | | | 40.6 | | | — | | — | | 35.6 | | | 35.6 | | | 14 | % |
| Total Revenue | $ | 87.2 | | $ | 82.8 | | $ | 40.6 | | | $ | 210.6 | | | $ | 80.8 | | $ | 80.2 | | $ | 35.6 | | | $ | 196.6 | | | 7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Twelve months ended December 31, |
| (in millions) | 2024 | | 2023 | | |
| WH | ONC | PGx | | Total | | WH | ONC | PGx | | Total | | % Change |
| Hereditary Cancer | $ | 163.1 | | $ | 201.4 | | $ | — | | | $ | 364.5 | | | $ | 148.3 | | $ | 179.5 | | $ | — | | | $ | 327.8 | | | 11 | % |
| Tumor Profiling | — | | 125.8 | | — | | | 125.8 | | | — | | 135.6 | | — | | | 135.6 | | | (7) | % |
| Prenatal | 177.1 | | — | | — | | | 177.1 | | | 151.3 | | — | | — | | | 151.3 | | | 17 | % |
| Pharmacogenomics | — | | — | | 170.2 | | | 170.2 | | | — | | — | | 138.5 | | | 138.5 | | | 23 | % |
| Total Revenue | $ | 340.2 | | $ | 327.2 | | $ | 170.2 | | | $ | 837.6 | | | $ | 299.6 | | $ | 315.1 | | $ | 138.5 | | | $ | 753.2 | | | 11 | % |
Business Units:
WH = Women’s Health
ONC = Oncology
PGx = Pharmacogenomics
Product Categories:
Hereditary Cancer – MyRisk, BRACAnalysis, BRACAnalysis CDx
Tumor Profiling – myChoice CDx, Prolaris, Precise Tumor, EndoPredict
Prenatal – Foresight, Prequel, SneakPeek
Pharmacogenomics – GeneSight
MYRIAD GENETICS, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations (unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended December 31, | | Twelve months ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Revenue | $ | 210.6 | | | $ | 196.6 | | | $ | 837.6 | | | $ | 753.2 | |
| Cost of revenue | 59.7 | | | 61.6 | | | 252.2 | | | 236.2 | |
| Gross profit | 150.9 | | | 135.0 | | | 585.4 | | | 517.0 | |
| | | | | | | |
| Operating expenses: | | | | | | | |
| Research and development expense | 29.7 | | | 21.0 | | | 113.4 | | | 88.7 | |
| Sales and marketing expense | 72.0 | | | 67.1 | | | 284.1 | | | 289.2 | |
| General and administrative expense | 66.5 | | | 78.3 | | | 275.9 | | | 283.7 | |
| Legal settlements | (21.3) | | | — | | | (21.3) | | | 112.8 | |
| Goodwill and long-lived asset impairment charges | 43.0 | | | — | | | 56.8 | | | — | |
| Total operating expenses | 189.9 | | | 166.4 | | | 708.9 | | | 774.4 | |
| Operating loss | (39.0) | | | (31.4) | | | (123.5) | | | (257.4) | |
| Other income (expense): | | | | | | | |
| Interest income | 0.3 | | | 0.7 | | | 1.7 | | | 2.5 | |
| Interest expense | (0.7) | | | (0.9) | | | (2.8) | | | (2.9) | |
| Other | 0.3 | | | (0.7) | | | 1.1 | | | (4.4) | |
| Total other expense | (0.1) | | | (0.9) | | | — | | | (4.8) | |
| Loss before income tax | (39.1) | | | (32.3) | | | (123.5) | | | (262.2) | |
| Income tax expense (benefit) | 3.4 | | | (1.1) | | | 3.8 | | | 1.1 | |
| | | | | | | |
| | | | | | | |
| Net loss | $ | (42.5) | | | $ | (31.2) | | | $ | (127.3) | | | $ | (263.3) | |
| Net loss per share: | | | | | | | |
| Basic and diluted | $ | (0.47) | | | $ | (0.36) | | | $ | (1.41) | | | $ | (3.18) | |
| | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic and diluted | 91.1 | | | $ | 86.1 | | | 90.6 | | | 82.8 | |
MYRIAD GENETICS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets (unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | |
| | December 31, 2024 | | December 31, 2023 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 102.4 | | | $ | 132.1 | |
| Marketable investment securities | — | | | 8.8 | |
| Trade accounts receivable | 121.2 | | | 114.3 | |
| Inventory | 27.5 | | | 22.0 | |
| Prepaid taxes | 16.4 | | | 17.0 | |
| Prepaid expenses and other current assets | 30.5 | | | 19.4 | |
| Total current assets | 298.0 | | | 313.6 | |
| Operating lease right-of-use assets | 55.0 | | | 61.6 | |
| Property, plant and equipment, net | 117.4 | | | 119.0 | |
| Intangibles, net | 262.4 | | | 349.5 | |
| Goodwill | 286.3 | | | 287.4 | |
| Other assets | 8.5 | | | 15.4 | |
| Total assets | $ | 1,027.6 | | | $ | 1,146.5 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 32.3 | | | $ | 25.8 | |
| Accrued liabilities | 119.0 | | | 113.9 | |
| Current maturities of operating lease liabilities | 12.8 | | | 16.2 | |
| Total current liabilities | 164.1 | | | 155.9 | |
| Unrecognized tax benefits | 32.7 | | | 30.2 | |
| Long-term debt | 39.6 | | | 38.5 | |
| Noncurrent operating lease liabilities | 87.9 | | | 97.4 | |
| Other long-term liabilities | 2.2 | | | 41.3 | |
| Total liabilities | 326.5 | | | 363.3 | |
| Commitments and contingencies | | | |
| Stockholders’ equity: | | | |
| Common stock, $0.01 par value, 91.3 and 89.9 shares outstanding at December 31, 2024 and 2023, respectively | 0.9 | | | 0.9 | |
| Additional paid-in capital | 1,457.8 | | | 1,415.5 | |
| Accumulated other comprehensive loss | (0.8) | | | (3.7) | |
| Accumulated deficit | (756.8) | | | (629.5) | |
| Total stockholders' equity | 701.1 | | | 783.2 | |
| Total liabilities and stockholders’ equity | $ | 1,027.6 | | | $ | 1,146.5 | |
MYRIAD GENETICS, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (unaudited)
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
December 31, | | Twelve months ended
December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Net cash provided by (used in) operating activities | $ | 6.6 | | | $ | (54.7) | | | $ | (8.7) | | | $ | (110.9) | |
Net cash provided by (used in) investing activities | (5.9) | | | (12.0) | | | (11.9) | | | 31.9 | |
Net cash provided by (used in) financing activities | 2.1 | | | 121.9 | | | (7.4) | | | 152.9 | |
| Effect of foreign exchange rates on cash, cash equivalents, and restricted cash | (0.7) | | | 0.7 | | | (1.0) | | | 0.6 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 2.1 | | | 55.9 | | | (29.0) | | | 74.5 | |
| Cash, cash equivalents, and restricted cash at beginning of the period | 109.8 | | | 85.0 | | | 140.9 | | | 66.4 | |
| Cash, cash equivalents, and restricted cash at end of the period | $ | 111.9 | | | $ | 140.9 | | | $ | 111.9 | | | $ | 140.9 | |
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the company's first quarter and full-year 2025 financial guidance, statements relating to the potential contributions from recent product launches (such as Prequel with 8-week Gestational Age, Foresight Universal Plus, and Precise Tumor) and anticipated future launches (including FirstGene, Precise Liquid, and Precise MRD), as well as the belief that the company will continue to grow and invest in research and development and technology innovations to achieve its mission and vision, that the company intends to commercially launch its first AI-driven prostate cancer test later in 2025, which would enable the company to offer both AI and molecular testing options for prostate cancer, eventually spanning all phases of the prostate cancer patient journey, and statements about the company’s position for future growth under the leadership of Sam Raha and the entire executive team. These “forward-looking statements” are management’s present expectations of future events as of the date hereof and are subject to a number of known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially and adversely from those anticipated.
These risks include, but are not limited to: the risk that sales and profit margins of the company’s existing tests may decline; the risk that the company may not be able to operate its business on a profitable basis; risks related to the company’s ability to achieve certain revenue growth targets and generate sufficient revenue from its existing product portfolio or in launching and commercializing new tests to be profitable; risks related to changes in governmental or private insurers’ coverage and reimbursement levels for the company’s tests or the company’s ability to obtain reimbursement for its new tests at comparable levels to its existing tests, including with respect to UNH's coverage decisions to no longer provide coverage for certain multi-gene panel pharmacogenetic tests, including GeneSight, effective in the first half of 2025; risks related to increased competition and the development of new competing tests; the risk that the company may be unable to develop or achieve commercial success for additional tests in a timely manner, or at all; the risk that the company may not successfully develop new markets or channels for its tests; the risk that licenses to the technology underlying the company’s tests and any future tests are terminated or cannot be maintained on satisfactory terms; risks related to delays or other problems with operating the company’s laboratory testing facilities; risks related to public concern over genetic testing in general or the company’s tests in particular; risks related to regulatory requirements or enforcement in the United States and foreign countries and changes in the structure of the healthcare system or healthcare payment systems; risks related to the company’s ability to obtain new corporate collaborations or licenses and acquire or develop new technologies or businesses on satisfactory terms, if at all; risks related to the company’s ability to successfully integrate and derive benefits from any technologies or businesses that it licenses, acquires or develops; the risk that the company is not able to secure additional financing to fund its business, if needed, in a timely manner or on favorable terms, if it all; risks related to the company’s
projections or estimates about the potential market opportunity for the company’s current and future products; the risk that the company or its licensors may be unable to protect or that third parties will infringe the proprietary technologies underlying the company’s tests; the risk of patent-infringement claims or challenges to the validity of the company’s patents; risks related to changes in intellectual property laws covering the company’s tests, or patents or enforcement, in the United States and foreign countries; risks related to security breaches, loss of data and other disruptions, including from cyberattacks and other cybersecurity incidents; risks of new, changing and competitive technologies in the United States and internationally and that the company may not be able to keep pace with the rapid technology changes in its industry, or properly leverage new technologies to achieve or sustain competitive advantages in its products; the risk that the company may be unable to comply with financial or operating covenants under the company’s credit or lending agreements; the risk that the company may not be able to maintain effective disclosure controls and procedures and internal control over financial reporting; risks related to current and future investigations, claims or lawsuits, including derivative claims, product or professional liability claims, and risks related to the amount of the company's insurance coverage limits and scope of insurance coverage with respect thereto; and other factors discussed under the heading “Risk Factors” contained in Item 1A of the company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on February 28, 2024 as updated in the company's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and the Company's Quarterly Report on Form 10-Q filed with the SEC on November 8, 2024, as well as any updates to those risk factors filed from time to time in the company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Myriad Genetics is not under any obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
Statement regarding use of non-GAAP financial measures
In this press release, the company’s financial results and financial guidance are provided in accordance with accounting principles generally accepted in the United States (GAAP) and using certain non-GAAP financial measures. Management believes that presentation of operating results using non-GAAP financial measures provides useful supplemental information to investors and facilitates the analysis of the company’s core operating results and comparison of operating results across reporting periods. Management also uses non-GAAP financial measures to establish budgets and to manage the company’s business. A reconciliation of the GAAP financial results to non-GAAP financial results is included in the schedules below and a description of the adjustments made to the GAAP financial measures is included at the end of the schedules.
The company encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand its business. Non-GAAP financial results are reported in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
The company does not forecast GAAP operating expenses, net income (loss) or earnings per share because it cannot predict certain elements that are included in reported GAAP results. Please see above under “Financial Guidance” for a full explanation.
Reconciliation of GAAP to Non-GAAP Financial Measures
for the Three and Twelve Months Ended December 31, 2024 and 2023
(unaudited data in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
December 31, | | Twelve months ended
December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Adjusted Gross Margin | | | | | | | |
| Gross Profit | $ | 150.9 | | | $ | 135.0 | | | $ | 585.4 | | | $ | 517.0 | |
Acquisition - amortization of intangible assets(1) | 0.4 | | | 0.4 | | | 1.3 | | | 1.4 | |
Equity compensation(2) | 0.2 | | | 0.3 | | | 1.5 | | | 1.4 | |
Transformation initiatives(3) | — | | | — | | | — | | | 0.2 | |
Other adjustments(4) | 0.1 | | | — | | | 0.5 | | | — | |
| Adjusted Gross Profit | $ | 151.6 | | | $ | 135.7 | | | $ | 588.7 | | | $ | 520.0 | |
| Adjusted Gross Margin | 72.0 | % | | 69.0 | % | | 70.3 | % | | 69.0 | % |
| |
| (1) | Represents recurring amortization charges resulting from the acquisition of intangible assets. |
| (2) | Consists of the non-cash equity-based compensation provided to Myriad Genetics employees. |
| (3) | Costs related to transformation initiatives including severance costs related to restructuring for the twelve months ended December 31, 2023. |
| (4) | Other one-time non-recurring expenses for the three and twelve months ended December 31, 2024. |
| | | | | | | | |
| | Three months ended
December 31, | | Twelve months ended
December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Adjusted Operating Expenses | | | | | | | |
| Operating Expenses | $ | 189.9 | | | $ | 166.4 | | | $ | 708.9 | | | $ | 774.4 | |
Acquisition - amortization of intangible assets(1) | (9.6) | | | (10.3) | | | (40.2) | | | (41.3) | |
Goodwill and long-lived asset impairment(2) | (43.0) | | | — | | | (56.8) | | | — | |
Equity compensation(3) | (10.7) | | | (10.0) | | | (48.3) | | | (39.2) | |
Real estate optimization(4) | (1.7) | | | (13.0) | | | (7.2) | | | (27.0) | |
Transformation initiatives(5) | — | | | — | | | (6.6) | | | (6.6) | |
Legal settlements(6) | 21.1 | | | (1.6) | | | 20.6 | | | (114.9) | |
Other adjustments(7) | — | | | (1.5) | | | (3.5) | | | 0.1 | |
| Adjusted Operating Expenses | $ | 146.0 | | | $ | 130.0 | | | $ | 566.9 | | | $ | 545.5 | |
| | | | | | | | |
| (1) | Represents recurring amortization charges resulting from the acquisition of intangible assets. |
| (2) | Expense related to goodwill and long-lived asset impairment. For the three months ended December 31, 2024, consists of $43.0 million of impairment expense for a GeneSight developed technology intangible asset. For the twelve months ended December 31, 2024, consists of $43.0 million of impairment expense for a GeneSight developed technology intangible asset and $13.8 million primarily related to the sale of the EndoPredict business to Eurobio Scientific. |
| (3) | Consists of the non-cash equity-based compensation provided to Myriad Genetics employees and directors. |
| (4) | Costs related to real estate initiatives. For the three months ended December 31, 2024, additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations and testing and set-up costs for equipment in our new facilities. For the twelve months ended December 31, 2024, additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations and testing and set-up costs for equipment in our new facilities, lease terminations gains, net of lease termination losses, impairment charges and other abandonment costs. For the three and twelve months ended December 31, 2023, accelerated depreciation in connection with our decision to cease the use of our former corporate headquarters in Salt Lake City, Utah, and additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations. |
| (5) | Costs related to transformation initiatives including consulting and professional fees for the twelve months ended December 31, 2024 and consulting and professional fees and severance costs related to restructuring for the twelve months ended December 31, 2023. |
| (6) | Costs related one-time legal expenses. For the three and twelve months ended December 31, 2024, primarily includes reversal of $21.3 million related to the contingent settlement for the Ravgen litigation that is no longer considered probable. For the three and twelve months ended December 31, 2023, primarily includes the amounts related to the $77.5 million settlement of the securities class action lawsuit and the $34.0 million settlement of the Ravgen litigation. |
| (7) | Other one-time non-recurring expenses. For the twelve months ended December 31, 2024, includes a gain recognized on acquisition, changes in the fair value of contingent consideration related to acquisitions from prior years, severance, and costs incurred in connection with executive personnel changes. For the three and twelve months ended December 31, 2023, changes in the fair value of contingent consideration related to acquisitions from prior years and consulting and professional fees related to prior year acquisitions. |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
December 31, | | Twelve months ended
December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Adjusted Operating Income (Loss) | | | | | | | |
Operating Loss | $ | (39.0) | | | $ | (31.4) | | | $ | (123.5) | | | $ | (257.4) | |
Acquisition - amortization of intangible assets(1) | 10.0 | | | 10.7 | | | 41.5 | | | 42.7 | |
Goodwill and long-lived asset impairment(2) | 43.0 | | | — | | | 56.8 | | | — | |
Equity compensation(3) | 10.9 | | | 10.3 | | | 49.8 | | | 40.6 | |
Real estate optimization(4) | 1.7 | | | 13.0 | | | 7.2 | | | 27.0 | |
Transformation initiatives(5) | — | | | — | | | 6.6 | | | 6.8 | |
Legal settlements(6) | (21.1) | | | 1.6 | | | (20.6) | | | 114.9 | |
Other adjustments(7) | 0.1 | | | 1.5 | | | 4.0 | | | (0.1) | |
| Adjusted Operating Income (Loss) | $ | 5.6 | | | $ | 5.7 | | | $ | 21.8 | | | $ | (25.5) | |
| | | | | | | | |
| (1) | Represents recurring amortization charges resulting from the acquisition of intangible assets. |
| (2) | Expense related to goodwill and long-lived asset impairment. For the three months ended December 31, 2024, consists of $43.0 million of impairment expense for a GeneSight developed technology intangible asset. For the twelve months ended December 31, 2024, consists of $43.0 million of impairment expense for a GeneSight developed technology intangible asset and $13.8 million primarily related to the sale of the EndoPredict business to Eurobio Scientific. |
| (3) | Consists of the non-cash equity-based compensation provided to Myriad Genetics employees and directors. |
| (4) | Costs related to real estate initiatives. For the three months ended December 31, 2024, additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations and testing and set-up costs for equipment in our new facilities. For the twelve months ended December 31, 2024, additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations and testing and set-up costs for equipment in our new facilities, lease terminations gains, net of lease termination losses, impairment charges and other abandonment costs. For the three and twelve months ended December 31, 2023, accelerated depreciation in connection with our decision to cease the use of our former corporate headquarters in Salt Lake City, Utah, and additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations. |
| (5) | Costs related to transformation initiatives including consulting and professional fees for the twelve months ended December 31, 2024 and consulting and professional fees and severance costs related to restructuring for the twelve months ended December 31, 2023. |
| (6) | Costs related one-time legal expenses. For the three and twelve months ended December 31, 2024, primarily includes reversal of $21.3 million related to the contingent settlement for the Ravgen litigation that is no longer considered probable. For the three and twelve months ended December 31, 2023, primarily includes the amounts related to the $77.5 million settlement of the securities class action lawsuit and the $34.0 million settlement of the Ravgen litigation. |
| (7) | Other one-time non-recurring expenses. For the twelve months ended December 31, 2024, includes a gain recognized on acquisition, changes in the fair value of contingent consideration related to acquisitions from prior years, severance, and costs incurred in connection with executive personnel changes. For the three and twelve months ended December 31, 2023, changes in the fair value of contingent consideration related to acquisitions from prior years and consulting and professional fees related to prior year acquisitions. |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
December 31, | | Twelve months ended
December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Adjusted Net Income (Loss) (1) | | | | | | | |
Net Loss | $ | (42.5) | | | $ | (31.2) | | | $ | (127.3) | | | $ | (263.3) | |
Acquisition - amortization of intangible assets(2) | 10.0 | | | 10.7 | | | 41.5 | | | 42.7 | |
Goodwill and long-lived asset impairment(3) | 43.0 | | | — | | | 56.8 | | | — | |
Equity compensation(4) | 10.9 | | | 10.3 | | | 49.8 | | | 40.6 | |
Real estate optimization(5) | 1.7 | | | 13.0 | | | 7.2 | | | 27.0 | |
Transformation initiatives(6) | — | | | — | | | 6.6 | | | 6.8 | |
Legal settlements(7) | (21.1) | | | 1.6 | | | (20.6) | | | 114.9 | |
Other adjustments(8) | 0.8 | | | 1.1 | | | 3.3 | | | 1.1 | |
Tax adjustments(9) | 0.4 | | | (2.0) | | | (4.8) | | | 7.6 | |
Adjusted Net Income (Loss) | $ | 3.2 | | | $ | 3.5 | | | $ | 12.5 | | | $ | (22.6) | |
| | | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 91.1 | | | 86.1 | | | 90.6 | | | 82.8 | |
| Diluted | 92.1 | | | 86.9 | | | 92.1 | | | 82.8 | |
Adjusted Earnings (Loss) Per Share | | | | | | | |
| Basic | $ | 0.04 | | | $ | 0.04 | | | $ | 0.14 | | | $ | (0.27) | |
| Diluted | $ | 0.03 | | | $ | 0.04 | | | $ | 0.14 | | | $ | (0.27) | |
| | | | | | | | |
| (1) | To determine Adjusted Earnings (Loss) Per Share, or adjusted EPS. |
| (2) | Represents recurring amortization charges resulting from the acquisition of intangible assets. |
| (3) | Expense related to goodwill and long-lived asset impairment. For the three months ended December 31, 2024, consists of $43.0 million of impairment expense for a GeneSight developed technology intangible asset. For the twelve months ended December 31, 2024, consists of $43.0 million of impairment expense for a GeneSight developed technology intangible asset and $13.8 million primarily related to the sale of the EndoPredict business to Eurobio Scientific. |
| (4) | Consists of the non-cash equity-based compensation provided to Myriad Genetics employees and directors. |
| (5) | Costs related to real estate initiatives. For the three months ended December 31, 2024, additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations and testing and set-up costs for equipment in our new facilities. For the twelve months ended December 31, 2024, additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations and testing and set-up costs for equipment in our new facilities, lease terminations gains, net of lease termination losses, impairment charges and other abandonment costs. For the three and twelve months ended December 31, 2023, accelerated depreciation in connection with our decision to cease the use of our former corporate headquarters in Salt Lake City, Utah, and additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations. |
| (6) | Costs related to transformation initiatives including consulting and professional fees for the twelve months ended December 31, 2024 and consulting and professional fees and severance costs related to restructuring for the twelve months ended December 31, 2023. |
| (7) | Costs related one-time legal expenses. For the three and twelve months ended December 31, 2024, primarily includes reversal of $21.3 million related to the contingent settlement for the Ravgen litigation that is no longer considered probable. For the three and twelve months ended December 31, 2023, primarily includes the amounts related to the $77.5 million settlement of the securities class action lawsuit and the $34.0 million settlement of the Ravgen litigation. |
| (8) | Other one-time non-recurring expenses. For the three months ended December 31, 2024, primarily includes the reclassifications of cumulative translation adjustments to income upon liquidation of an investment in a foreign entity. For the twelve months ended December 31, 2024, includes a gain recognized on acquisition, changes in the fair value of contingent consideration related to acquisitions from prior years, the reclassifications of cumulative translation adjustments to income upon liquidation of an investment in a foreign entity, severance, and costs incurred in connection with executive personnel changes. For the three months ended December 31, 2023, costs incurred in connection with executive personnel changes. and consulting and professional fees related to prior year acquisitions. For the twelve months ended December 31, 2023, changes in the fair value of contingent consideration related to acquisitions from prior years, the reclassifications of cumulative translation adjustments to income upon liquidation of an investment in a foreign entity, costs incurred in connection with executive personnel changes and consulting and professional fees related to prior year acquisitions. |
| (9) | Tax expense or benefit due to non-GAAP adjustments, differences between stock compensation recorded for book purposes as compared to the allowable tax deductions, and valuation allowance recognized against federal and state deferred tax assets in the United States. As of December 31, 2024, a valuation allowance of $64.0 million was not recognized for non-GAAP purposes given our historical and forecasted positive earnings performance. As of December 31, 2023, a valuation allowance of $52.6 million was not recognized for non-GAAP purposes given the company's historical and forecasted positive earnings performance. |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
December 31, | | Twelve months ended
December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Adjusted EBITDA | | | | | | | |
| Net Loss | $ | (42.5) | | | $ | (31.2) | | | $ | (127.3) | | | $ | (263.3) | |
Acquisition - amortization of intangible assets(1) | 10.0 | | | 10.7 | | | 41.5 | | | 42.7 | |
Depreciation expense(2) | 4.7 | | | 3.9 | | | 17.9 | | | 13.0 | |
Goodwill and long-lived asset impairment(3) | 43.0 | | | — | | | 56.8 | | | — | |
Equity compensation(4) | 10.9 | | | 10.3 | | | 49.8 | | | 40.6 | |
Real estate optimization(5) | 1.7 | | | 13.0 | | | 7.2 | | | 27.0 | |
Transformation initiatives(6) | — | | | — | | | 6.6 | | | 6.8 | |
Legal settlements (7) | (21.1) | | | 1.6 | | | (20.6) | | | 114.9 | |
Interest expense, net of interest income(8) | 0.4 | | | 0.2 | | | 1.1 | | | 0.4 | |
Other adjustments(9) | 0.1 | | | 2.4 | | | 3.6 | | | 5.3 | |
Income tax expense(10) | 3.4 | | | (1.1) | | | 3.8 | | | 1.1 | |
| Adjusted EBITDA | $ | 10.6 | | | $ | 9.8 | | | $ | 40.4 | | | $ | (11.5) | |
| | | | | | | | |
| (1) | Represents recurring amortization charges resulting from the acquisition of intangible assets. |
| (2) | Depreciation expense excludes depreciation included in real estate optimization of $0.3 million and $1.6 million for the three and twelve months ended December 31, 2024, respectively, and $5.8 million of depreciation expense for the twelve months ended December 31, 2023. No depreciation expense was included in real estate optimization for the three months ended December 31, 2023. |
| (3) | Expense related to goodwill and long-lived asset impairment. For the three months ended December 31, 2024, consists of $43.0 million of impairment expense for a GeneSight developed technology intangible asset. For the twelve months ended December 31, 2024, consists of $43.0 million of impairment expense for a GeneSight developed technology intangible asset and $13.8 million primarily related to the sale of the EndoPredict business to Eurobio Scientific. |
| (4) | Consists of the non-cash equity-based compensation provided to Myriad Genetics employees and directors. |
| (5) | Costs related to real estate initiatives. For the three months ended December 31, 2024, additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations and testing and set-up costs for equipment in our new facilities. For the twelve months ended December 31, 2024, additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations and testing and set-up costs for equipment in our new facilities, lease terminations gains, net of lease termination losses, impairment charges and other abandonment costs. For the three and twelve months ended December 31, 2023, accelerated depreciation in connection with our decision to cease the use of our former corporate headquarters in Salt Lake City, Utah, and additional rent as a result of the build-out of our new laboratories in Salt Lake City, Utah, and South San Francisco, California, while maintaining our current laboratories in those locations. |
| (6) | Costs related to transformation initiatives including consulting and professional fees for the twelve months ended December 31, 2024 and consulting and professional fees and severance costs related to restructuring for the twelve months ended December 31, 2023. |
| (7) | Costs related one-time legal expenses. For the three and twelve months ended December 31, 2024, primarily includes reversal of $21.3 million related to the contingent settlement for the Ravgen litigation that is no longer considered probable. For the three and twelve months ended December 31, 2023, primarily includes the amounts related to the $77.5 million settlement of the securities class action lawsuit and the $34.0 million settlement of the Ravgen litigation. |
| (8) | Derived from interest expense and interest income from the Consolidated Statements of Operations. |
| (9) | Other one-time non-recurring expenses. For purposes of adjusted EBITDA, this includes Other adjustments described in Adjusted Net Income above as well as the amounts reported as Other income (expense) in the Consolidated Statement of Operations |
| (10) | Derived from income tax (benefit) from the Consolidated Statement of Operations. |
Adjusted Free Cash Flow Reconciliation
for the Three and Twelve Months Ended December 31, 2024 and 2023
(unaudited data in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
December 31, | | Twelve months ended
December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Adjusted free cash flow | | | | | | | |
| Net cash provided by (used in) operating activities | $ | 6.6 | | | $ | (54.7) | | | $ | (8.7) | | | $ | (110.9) | |
Real estate optimization(1) | 2.7 | | | 4.0 | | | 14.4 | | | 12.3 | |
Transformation initiatives(2) | — | | | — | | | 6.6 | | | 6.8 | |
Legal settlements(3) | 6.1 | | | 63.1 | | | 6.7 | | | 86.4 | |
Contingent consideration payment(4) | — | | | — | | | 5.8 | | | — | |
Other adjustments(5) | — | | | 1.1 | | | 3.5 | | | 1.5 | |
| Adjusted operating cash flow | $ | 15.4 | | | $ | 13.5 | | | $ | 28.3 | | | $ | (3.9) | |
Capital expenditures(6) | (3.6) | | | (10.0) | | | (19.0) | | | (63.2) | |
Capitalization of internal-use software costs (6) | (2.3) | | | (3.5) | | | (10.7) | | | (10.1) | |
| Adjusted free cash flow | $ | 9.5 | | | $ | — | | | $ | (1.4) | | | $ | (77.2) | |
| | | | | | | | |
| (1) | The cash flow effect of real estate optimizations, excluding non-cash items such as accelerated depreciation. |
| (2) | Transformation initiatives includes the cash paid for those costs in the related periods. |
| (3) | The cash flow effect of legal expense in the related period. |
| (4) | The payment of contingent consideration related to the previous acquisition of Sividon Diagnostics GmbH. |
| (5) | The cash flow effect of executive personnel changes and severance in the related periods. |
| (6) | Derived from the Consolidated Statements of Cash Flows. |
Exhibit 99.2
News Release
Myriad Genetics Announces Senior Leadership Transition
Appoints Sam Raha as CEO and Mark S. Verratti as COO Effective April 30, 2025
SALT LAKE CITY, February 24, 2025 – Myriad Genetics, Inc. (NASDAQ: MYGN), a leader in molecular diagnostics testing and precision medicine, today announced that its Board of Directors has appointed Sam Raha, the Company’s current Chief Operating Officer (COO), as President and Chief Executive Officer (CEO) and as a member of the Board, effective April 30, 2025. Mr. Raha will replace Paul J. Diaz, who is stepping down to join private equity firm Cressey & Company as a Managing Partner. Mr. Diaz will continue to serve the Company as a consultant to Mr. Raha and the Board of Directors for another year.
“Since joining Myriad in December 2023, Sam has played an integral role in shaping the Company’s long-term growth strategy, while delivering new perspectives and expertise to advance our business initiatives, operational excellence and profitability,” said S. Louise Phanstiel, Chair of Myriad’s Board of Directors. “Having engaged in a robust succession planning process, the Board is very pleased and excited to welcome Sam as Myriad’s next President and Chief Executive Officer. His deep background in the diagnostics industry and leadership throughout his career are crucial to the continued growth of Myriad and the achievement of our mission to advance health and well-being for all, while creating long-term value for our shareholders.”
“I am honored to take on the leadership of Myriad at this pivotal point in the Company’s evolution and I am grateful for Paul’s leadership in both transforming the Company and delivering a foundation of profitable growth,” said Mr. Raha. “I am now looking forward to leading the team and accelerating our strategy to drive continued growth and profitability through our comprehensive portfolio and future innovation, while continuing to leverage the Company’s multi-year investment program and focusing on the needs of patients and the healthcare providers who serve them.” Ms. Phanstiel continued, “The Board of Directors is grateful to Paul for all his contributions to Myriad by leading the Company on its transformation journey over the last four-and-a-half years. Paul has strengthened Myriad’s brand, upgraded its operational capacity and launched a new platform for growth that includes our pipeline of new and innovative products. We wish him continued success in his next venture.”
Mr. Diaz said, “It has been an honor to serve as Myriad’s President and CEO and further the Company’s vision of providing genetic insights that help people take control of their health and enable healthcare providers to better detect, treat and prevent disease. We have made great strides transforming Myriad’s business over the last four-in-a-half years while staying focused on increasing patient access, reducing friction in the customer experience, and providing high quality genetic testing to our patients and customers. I believe the Company is well positioned for the future and will continue to grow and innovate under Sam’s leadership.”
The Company also announced that Mark S. Verratti, Myriad’s current Chief Commercial Officer (CCO) will be promoted to COO concurrent with Mr. Raha’s appointment. A search for a new CCO is already underway.
About Sam Raha
Mr. Raha has served as Myriad’s COO since December 2023. He previously served as the President of Agilent’s Diagnostics and Genomics Group where he was responsible for overall strategy along with the business and financial results. Prior to Agilent, he was Vice President of Global Marketing at Illumina. He earned his MBA from Santa Clara University and has an undergraduate degree in molecular and cell biology from the University of California, Berkeley.
About Myriad Genetics
Myriad Genetics is a leading molecular diagnostic testing and precision medicine company dedicated to advancing health and well-being for all. Myriad Genetics develops and offers molecular tests that help assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where molecular insights can significantly improve patient care and lower healthcare costs. For more information, visit www.myriad.com.
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the transition of senior leadership at the Company, accelerating the Company’s strategy to drive continued growth and profitability while continuing to leverage the Company’s multi-year investment program and the belief that the Company will continue to grow and innovate under Mr. Raha’s leadership. These “forward-looking statements” are management’s expectations of future events as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially and adversely from those anticipated. Such factors include those risks described in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K filed on February 28, 2024, as well as any updates to those risk factors filed from time to time in the Company’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Myriad is not under any obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
Investor Contact
Matt Scalo
(801) 584-3532
IR@myriad.com
Media Contact
Kate Schraml
(224) 875-4493
PR@myriad.com
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