MYGN DEF 14A

Myriad Genetics Inc (MYGN)

DEF 14A 2026-04-14 For: 2025-12-31

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Added on June 12, 2026

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			Page
PROXY SUMMARY			1
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			6

MANAGEMENT AND CORPORATE GOVERNANCE			12

The Board of Directors			12
Board Composition and Refreshment			12
Board of Director Qualifications, Expertise, and Attributes			19
Director Capability Definitions			19
Director Capability Matrix			20
Director Independence			20
Leadership Structure of the Board			20
Board’s Role in the Oversight of Risk Management			20
Board’s Consideration of Diversity			20
Board’s Disclosure of Third-Party Director and Nominee Compensation			21
Management Succession Planning			21
Committees of the Board of Directors and Meetings			21
Stockholder Communications to the Board			24
Executive Officers			25
SUSTAINABILITY AND CORPORATE RESPONSIBILITY			28
EXECUTIVE AND DIRECTOR COMPENSATION			30
Compensation Discussion and Analysis			30
Compensation and Human Capital Committee Report			49
Summary Compensation Table			50
202 5 Grants of Plan-Based Awards			51
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table			52
Outstanding Equity Awards at 2025 Year End			54
2025 Option Exercises and Stock Vested			56
Potential Payments Upon Termination or Change of Control			56
CEO Pay Ratio			58
Pay Versus Performance			59
Director Compensation			61
Equity Compensation Plan Information			63
Additional Information			63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64

AUDIT AND FINANCE COMMITTEE REPORT			68

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			67

PROPOSAL 1: ELECTION OF DIRECTORS			68


PROPOSAL 2: SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			71
Policy on Audit and Finance Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Public Accountant			71

PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT			73
PROPOSAL 4: APPROV AL OF THE PROPOSED AMENDMENT TO AMENDED AND RESTATED 2012 E MPLOYEE STOCK PURCHASE PLAN			74
PROPOSAL 5 : APPROVAL OF THE PROPOSED 2026 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN			77
CORPORATE CODE OF CONDUCT			81
OTHER MATTERS			81
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR			81
APPENDIX A - GAAP TO NON-GAAP RECONCILIATION			A-1
APPENDIX B - AMENDED AND RESTATED 2012 EMPLOYEE STOCK PURCHA SE PLAN			B-1
APPENDIX C - 20 26 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN			C-1


Via the Internet			www.proxyvote.com until 11:59 p.m. Eastern Daylight Time (EDT) on Wednesday, June 3, 2026.
By Telephone			Call the phone number located on your Notice or on the top of your proxy card until 11:59 p.m. EDT on Wednesday, June 3, 2026.
By Mail			Complete, sign, date and return your proxy card or voting instruction card so that it is received before the polls close on Thursday, June 4, 2026.
In-Person			Whether you are a stockholder of record or hold your shares in "street name," you may participate in and vote online at the Annual Meeting. You will need to enter your 16-digit control number to vote your shares at the Annual Meeting. Please visit www.virtualshareholdermeeting.com/MYGN2026 for instructions on how to attend the Annual Meeting live over the Internet. To vote during the Annual Meeting when the polls open use the "vote" button on the interface.


Strong Governance Practices
•Robust stock ownership guidelines for non-employee directors and executive officers	•Compensation clawback policy	•Anti-hedging and anti-pledging policies
•Limits on board member service on other public company boards	•Annual say-on-pay vote	•Board has significant interaction with senior management and access to other employees
•Majority voting in uncontested director elections, with resignation policy	•No stockholder rights or similar plan	•Demonstrated commitment to stockholder engagement
•Mandatory director retirement age	•Guidance from independent compensation consultant, with compensation decisions made by reference to a peer group.	•Caps on performance-based cash and equity incentive compensation for our executive officers


Independence			Refreshment and Diversity
•Eight out of nine directors are independent			•44% of Board members are women and/or ethnically diverse
•The roles of Board Chair and CEO are separate			•Commitment to Board refreshment: three new directors appointed in last five years, including Mr. Raha who joined the Board on April 30, 2025
•Regular executive sessions of independent directors without management at Board and committee meetings			•Annual Board and committee self-assessments, including one-on-one interviews led by the Board Chair
•Board committees include only independent directors			•NGC regularly assesses the effectiveness of each director


2025 Executive Compensation Highlights			Description
Our 2025 executive compensation program continues to support long-term value creation			Approximately 81.8% of our CEO's 2025 target compensation and approximately 74.4% of our other NEO's aggregate 2025 target compensation is variable and at risk, tied to our stock price performance, or subject to achievement of rigorous performance targets
Continued commitment to performance-based equity compensation			The CHCC maintained its practice of granting 50% of executive officer's equity in the form of PSUs that are subject to objective performance metrics, aligning executive compensation with long-term performance
Continued formula-driven calculation for annual bonus payments			The CHCC continued to rely solely on pre-determined objective measures to assess financial performance for cash bonus payments for 2025
Incentive payouts aligned with revenue and adjusted operating income performance			Our 2025 short-term incentive plan paid out 59% and 106% of target for our revenue and adjusted operating income metrics, respectively, reflecting our financial results for 2025
Outperformed employee and customer engagement targets			Achieved 84th percentile for employee engagement and 72.5th percentile for customer NPS, resulting in an achievement of 125% and 138%, respectively, to target
Payout of 2023 PSUs reinforces at-risk, performance based nature of our executive compensation program			The total achievement percentage for our 2023 PSUs was 83% of target, consisting of revenue growth (77% of target), adjusted EPS (86% of target), and relative total stockholder return (87% of target)
No modifications to performance metrics			The CHCC did not lower or otherwise adjust 2025 performance metrics


			By Internet or by telephone

			To vote by Internet or telephone in advance of the meeting, follow the instructions included in the Notice or, if you received printed materials, in the proxy card, to vote by Internet or telephone.

			By mail

			If you received your proxy materials by mail, you can vote by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board’s recommendations as noted below.

			At the meeting

			To vote by Internet directly during the webcast of the Annual Meeting, you will need to visit the following URL: www.virtualshareholdermeeting.com/MYGN2026 and enter your control number. To vote during the Annual Meeting when the polls open use the ‘‘vote’’ button on the interface.


Proposal 1: Elect Directors	The affirmative vote of a majority of the shares voted affirmatively or negatively is required for each nominee for director to be elected. For each nominee, you may vote either FOR or AGAINST such nominee. Abstentions will have no effect on the results of this vote. Brokerage firms do not have the authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.	Recommendation: FOR the election of the three Class III Directors
Proposal 2: Ratify the Selection of our Registered Independent Public Accounting Firm	The affirmative vote of a majority of the shares voted affirmatively or negatively for this proposal is required to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. Accordingly, we do not expect broker non-votes on this proposal. Broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026, the AFC will reconsider its selection.	Recommendation: FOR
Proposal 3: Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers	The affirmative vote of a majority of the shares voted affirmatively or negatively for this proposal is required to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. Abstentions will have no effect on the result of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Although the advisory vote is non-binding, the CHCC and the Board will review the voting results and take them into consideration when making future decisions regarding the compensation of our named executive officers.	Recommendation: FOR
Proposal 4: Approve the Proposed Amendment to the Amended and Restated 2012 Employee Stock Purchase plan, as amended	The affirmative vote of a majority of the shares voted affirmatively or negatively for this proposal is required to approve the amendment to the Amended and Restated 2012 Employee Stock Purchase Plan (the "Purchase Plan"), which increases the number of shares authorized for issuance thereunder by an additional 4,000,000 shares. Abstentions will have no effect on the results of this vote. Brokerage firms do not have the authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.	Recommendation: FOR
Proposal 5: Approve the Proposed 2026 Employee, Director and Consultant Equity Incentive Plan	The affirmative vote of a majority of the shares voted affirmatively or negatively for this proposal is required to approve the Myriad Genetics, Inc. 2026 Employee, Director and Consultant Equity Incentive Plan. Abstentions will have no effect on the results of this vote. Brokerage firms do not have the authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.	Recommendation: FOR


			Audit and Finance Committee

			Compensation and Human Capital Committee

			Nominating and Governance Committee

			Research and Product Innovation Committee

C			Committee Chair
*			Class III Director up for re-election at the Annual Meeting


Name	Age	Position
Samraat S. Raha (1)	54	President and Chief Executive Officer and Director
Brian J. Donnelly (2)	43	Chief Commercial Officer
Jennifer Fox	53	Chief Legal Officer
Dale Muzzey	46	Chief Scientific Officer
Shereen Solaiman	53	Chief People Officer
Mark Verratti (3)	57	Chief Operating Officer
Benjamin R. Wheeler (4)	42	Chief Financial Officer


Name			Title
Samraat S. Raha			President and Chief Executive Officer (1)
Benjamin R. Wheeler			Chief Financial Officer (2)
Mark S. Verratti			Chief Operating Officer (3)
Brian J. Donnelly			Chief Commercial Officer (4)
Dale Muzzey, Ph.D.			Chief Scientific Officer
Paul J. Diaz			Former President and Chief Executive Officer (5)
Scott J. Leffler			Former Chief Financial Officer (6)
Margaret Ancona			Former EVP Strategy and Transformation (7)


Annual Equity Grant: 50% RSUs						Annual Equity Grant: 50% PSUs
•Number of RSUs granted is fixed at the grant date						•Target number of PSUs is set at the grant date
•Pro-rata vesting over three years subject to continued employment						•Actual number of units earned is based on Company performance relative to revenue, adjusted EPS, and relative stockholder return targets
						•Vest on three-year anniversary of the grant date subject to continued employment


What We Do:			What We Don't Do:
•Grant 50% of executive officers' equity in the form of PSUs that are subject to objective performance metrics			•Reprice stock options and other awards without stockholder approval
•Cap PSUs earned at target if absolute total stockholder return is negative over the performance period			•Provide single-trigger change of control vesting for equity awards for executive officers
•Establish challenging performance metrics, including revenue and adjusted operating income targets			•Guarantee bonuses
•Require directors and executive officers to meet robust stock ownership guidelines			•Grant in-the-money stock options
•Provide full vesting of RSUs and PSUs under our 2025 long-term incentive plan to executive officers only after three years			•Provide excessive perquisites
•Evaluate officer compensation levels against a peer group of similarly situated companies			•Repurchase underwater stock options
•Retain an independent compensation consultant
•Prohibit hedging transactions for all employees (no waivers granted)
•Use employee engagement and customer net promoter score as performance metrics in our 2025 short-term incentive plan
•Prohibit short sales, put and call options and other speculative transactions
•Prohibit pledging or the use of common stock to secure a margin or other loan (no waivers granted)
•Hold an annual advisory vote on executive compensation
•Subject incentive compensation to recoupment under our clawback policy


			ACADIA Pharmaceuticals Inc.			Ionis Pharmaceuticals, Inc.
			Alkermes plc			Ironwood Pharmaceuticals, Inc.
			BioMarin Pharmaceutical Inc.			Natera, Inc.
			Bio-Techne Corporation			Neogenomics, Inc.
			Coherus BioSciences, Inc.			Neurocrine Biosciences Inc.
			Dynavax Technologies Corporation			PTC Therapeutics, Inc.
			Exact Sciences Corporation			Sarepta Therapeutics, Inc.
			Exelixis Inc.			United Therapeutics Corporation
			Guardant Health, Inc.			Vanda Pharmaceuticals Inc.
			lncyte Corporation			Veracyte, Inc.


Named Executive Officer	Base Salary During 2024 ($)	Base Salary During 2025 ($)	% Base Salary Increase From 2024
Samraat S. Raha President and Chief Executive Officer (1)	$750,000	$920,000	22.7%
Benjamin R. Wheeler Chief Financial Officer (2)	N/A	$490,000	—%
Mark S. Verratti Chief Operating Officer (3)	$560,000	$660,000	17.9%
Brian J. Donnelly Chief Commercial Officer (4)	N/A	$560,000	—%
Dale Muzzey, Ph.D. Chief Scientific Officer	$506,400	$506,400	—%
Paul J. Diaz Former President and Chief Executive Officer (5)	$1,125,000	$1,125,000	—%
Scott J. Leffler Former Chief Financial Officer (6)	$550,000	$550,000	—%
Margaret Ancona Former EVP Strategy and Transformation (7)	N/A	$385,000	—%


Named Executive Officer	2024 Target Bonus Opportunity (% of Base Salary)	2025 Target Bonus Opportunity (% of Base Salary)
Samraat S. Raha, President and Chief Executive Officer	75%	100%
Benjamin R. Wheeler, Chief Financial Officer	N/A	75%
Mark S. Verratti, Chief Operating Officer	75%	75%
Brian J. Donnelly, Chief Commercial Officer	N/A	75%
Dale Muzzey, Chief Scientific Officer	50%	50%
Scott J. Leffler, Former Chief Financial Officer	75%	75%
Margaret Ancona, Former EVP Strategy and Transformation	50%	50%


Named Executive Officer	Base Salary	Target Incentive Bonus (as a % of Base Salary)	Total Payout Percentage (1)	2025 Bonus Payment ($)
Samraat S. Raha President and Chief Executive Officer	$920,000	100%	89%	$814,660
Benjamin R. Wheeler Chief Financial Officer	$490,000	75%	89%	$325,421
Mark S. Verratti Chief Operating Officer	$660,000	75%	89%	$438,323
Brian J. Donnelly Chief Commercial Officer	$560,000	75%	89%	$371,910
Dale Muzzey, Ph.D. Chief Scientific Officer	$506,400	50%	88%	$221,677


Named Executive Officer	2025 RSUs Granted (#) (1)	2025 Grant Date Fair Value of RSUs Granted ($) (4)
Samraat S. Raha President and Chief Executive Officer	216,495	$2,100,002
Benjamin R. Wheeler Chief Financial Officer	64,000 (2)	$381,400
Mark S. Verratti Chief Operating Officer	99,227	$962,502
Brian J. Donnelly Chief Commercial Officer	127,629 (3)	$909,995
Dale Muzzey, Ph.D. Chief Scientific Officer	75,773	$734,998
Scott Leffler Former Chief Financial Officer	72,165	$700,001
Margaret Ancona Former EVP, Strategy and Transformation	54,124	$525,003


Achievement Level			Payout Percentage
Threshold			75% of target shares
Target			100% of target shares
Maximum			150% of target shares


Named Executive Officer	2025 Number of PSUs Granted (1)	2025 Grant Date Fair Value of PSUs Granted ($) (3)
Samraat S. Raha President and Chief Executive Officer	216,495	$1,103,020
Benjamin R. Wheeler Chief Financial Officer	64,000 (2)	$377,829 (2)
Mark S. Verratti Chief Operating Officer	99,227	$505,551
Brian J. Donnelly Chief Commercial Officer	127,629	$650,258
Dale Muzzey, Ph.D. Chief Scientific Officer	75,773	$386,056
Scott Leffler Former Chief Financial Officer	72,165	$367,673
Margaret Ancona Former EVP, Strategy and Transformation	54,123	$275,751


Named Executive Officer	2023 PSU Shares Granted (#)	Final Achievement	Final Achievement %
Paul J. Diaz Former President and Chief Executive Officer	197,023	164,059	83%
Benjamin R. Wheeler Chief Financial Officer	6,000	4,994	83%
Mark S. Verratti Chief Operating Officer	39,404	32,810	83%
Dale Muzzey, Ph.D. Chief Scientific Officer	28,459	23,697	83%
Margaret Ancona Former EVP, Strategy and Transformation	16,418	13,670	83%


Feature			Guidelines
Ownership Multiple			Director = 5x annual cash retainer CEO = 6x annual base salary Chief Operating Officer; Chief Commercial Officer; Chief Financial Officer: 3X annual base salary Other Executive Officers = 2x annual base salary
Years to Meet Requirement			Five years from the date of election or appointment or initial adoption of the stock ownership guidelines.
Shares That Count Towards Requirement			Shares owned directly or indirectly, including restricted stock units subject to only time-based vesting requirements, restricted stock, stock owned by a spouse or minor child, and stock held beneficially in a trust. Unexercised options and unvested PSUs do not count towards the ownership requirement.
Calculation Method			Shares of common stock and other forms of ownership are valued at the common stock closing price as of the evaluation date. The evaluation date to determine common stock ownership at the end of each director's and executive officer's five-year phase-in period shall be measured as of the last day of the calendar year in which such phase-in period ends.
Restrictions on the Transfer of Shares Prior to Meeting Requirements			Individual is required to hold 50% of any shares of common stock acquired upon the vesting of restricted stock units and the exercise of stock options which have been awarded by the Company (excluding shares sold to fund tax liabilities associated with the receipt or vesting of equity-based awards) until the required ownership multiple is met. If the required ownership multiple is not met at any time following the five-year phase-in period, the individual will be prohibited from selling any shares until the required ownership multiple is met and maintained (excluding shares sold to fund tax liabilities associated with the receipt or vesting of equity-based awards).


Name and Principal Position	Year	Salary ($)	Bonus ($) (1)	Stock Awards ($) (2)	Non-Equity Incentive Plan Compensation ($) (3)	All Other Compensation ($) (4)	Total ($)
Samraat S. Raha President and Chief Executive Officer (5)	2025	$856,901	$—	$3,989,729	$814,660	$25,450	$5,686,740
	2024	$750,000	$—	$2,910,681	$706,500	$22,146	$4,389,327
	2023	$14,368	$500,000	$4,502,658	$—	$390	$5,017,416
Paul J. Diaz Former President and Chief Executive Officer (6)	2025	$418,103	$—	$—	$—	$270,534	$688,637
	2024	$1,120,875	$—	$11,113,514	$1,356,750	$39,461	$13,630,599
	2023	$1,086,750	$—	$9,796,451	$1,168,440	$56,718	$12,108,359
Benjamin R. Wheeler Chief Financial Officer (7)	2025	$408,493	$—	$759,229	$325,421	$14,754	$1,507,897
Scott J. Leffler Former Chief Financial Officer (8)	2025	$393,798	$—	$1,067,674	$—	$1,275,021	$2,736,493
	2024	$487,572	$400,000	$4,792,601	$428,539	$44,458	$6,153,170
Mark S. Verratti Chief Operating Officer (9)	2025	$622,883	$—	$2,058,069	$438,323	$25,976	$3,145,251
	2024	$552,344	$—	$2,646,082	$489,720	$24,072	$3,712,217
	2023	$495,781	$—	$1,959,282	$400,247	$19,779	$2,875,089
Brian J. Donnelly Chief Commercial Officer (10)	2025	$350,000	$450,000	$4,801,898	$371,910	$26,337	$6,000,145
Dale Muzzey, Ph.D. Chief Scientific Officer	2025	$506,400	$—	$1,121,054	$221,677	$13,781	$1,862,912
	2024	$499,350	$—	$2,222,701	$265,100	$18,727	$3,005,878
	2023	$443,750	$111,039	$1,415,045	$250,650	$11,066	$2,231,550
Margaret Ancona Former EVP, Strategy and Transformation (11)	2025	$330,850	$—	$800,754	$—	$763,561	$1,895,166


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (# of units) (3)	Grant Date Fair Value of Stock and Option Awards ($) (4)
Name	Grant Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (# of shares)	Target (# of shares)	Maximum (# of shares)
Samraat S. Raha	Short-term Cash Incentive Bonus		460,000	920,000	1,380,000
	Time-Based RSUs	3/13/2025							216,495	$2,100,002
	PSUs	4/30/2025					141,050 (5)			$786,707
	PSUs	6/5/2025				162,371	216,495	324,743		$1,103,020
Benjamin R. Wheeler	Short-term Cash Incentive Bonus		183,750	367,500	551,250
	Time-Based RSUs	3/13/2025							4,000	$38,800
	Time-Based RSUs	8/16/2025							60,000 (6)	$342,600
	PSUs	6/5/2025				3,000	4,000	6,000		$20,379
	PSUs	8/16/2025				45,000	60,000	90,000		$357,450

Scott J. Leffler	Short-term Cash Incentive Bonus		206,250	412,500	618,750
	Time-Based RSUs	3/13/2025							72,165	$700,001
	PSUs	6/5/2025				54,124	72,165	108,248		$367,673



Mark Verratti	Short-term Cash Incentive Bonus		247,500	495,000	742,500
	Time-Based RSUs	3/13/2025							99,227	$962,502
	PSUs	4/30/2025					105,785 (5)			$590,016
	PSUs	6/5/2025				74,420	99,227	148,841		$505,551
Brian J. Donnelly	Short-term Cash Incentive Bonus		210,000	420,000	630,000
	Time-Based RSUs	5/1/2025							269,905 (7)	$1,924,423
	Time-Based RSUs	5/1/2025							127,629 (8)	$909,995
	PSUs	5/1/2025					236,167 (5)			$1,317,222
	PSUs	6/5/2025				95,722	127,629	191,444		$650,258
Dale Muzzey, Ph.D.	Short-term Cash Incentive Bonus		126,600	253,200	379,800
	Time-Based RSUs	3/13/2025							75,773	$734,998
	PSUs	6/5/2025				56,830	75,773	113,660		$386,056
Margaret Ancona	Short-term Cash Incentive Bonus		96,250	192,500	288,750
	Time-Based RSUs	3/13/2025							54,124	$525,003
	PSUs	6/5/2025				40,592	54,123	81,185		$275,751


	Option Awards					Stock Awards
Name	Date of Grant	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have not Vested (#)(3)	Market Value of Shares or Units of Stock that Have not Vested ($)(4)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have not Vested (#)(5)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested ($)(4)
Samraat S. Raha	12/11/2023					118,180	$726,807
	03/14/2024					42,996	$264,425
	03/14/2024							64,493	$396,632
	03/13/2025					216,495	$1,331,444
	04/30/2025							141,050 (6)	$867,458
	06/05/2025							216,495	$1,331,444
Paul J. Diaz	08/13/2020	342,040 (1)		$13.38	08/13/2027
	08/13/2020	203,452 (2)	135,636 (2)	$13.38	08/13/2027
	03/22/2022					43,286	$266,209
	03/15/2023					65,674	$403,895
	03/15/2023							197,023	$1,211,691
	03/14/2024					164,165	$1,009,615
	03/14/2024							$246,247	$1,514,419
Benjamin R. Wheeler	03/22/2022					1,250	$7,688
	09/21/2022					2,500	$15,375
	03/15/2023					1,999	$12,294
	03/15/2023							6,000	$36,900
	09/21/2023					3,333	$20,498
	03/14/2024					5,000	$30,750


	Stock Awards
Name		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
Samraat S. Raha		80,588	$647,842
Paul J. Diaz		404,416	$4,054,113
Benjamin R. Wheeler		18,347	$170,596
Scott J. Leffler		210,539	$1,805,673
Mark S. Verratti		64,760	$639,498
Dale Muzzey, Ph.D.		45,823	$459,319
Margaret Ancona		118,240	$911,258


Named Executive Officer	Executive Benefits and Payments Upon Termination	Change of Control and Involuntary Termination Without Cause or for Good Reason ($) (1)	Involuntary Termination Without Cause or for Good Reason ($) (1)	Death or Disability ($) (1)
	Base salary	$1,840,000	$1,840,000	$—
	Bonus	$1,840,000	$1,840,000	$920,000
Samraat S. Raha	RSU and PSU acceleration (2)	$4,918,210	$3,475,812	$432,021
	COBRA benefits	$52,292	$52,292	$—
	Total	$8,650,503	$7,208,105	$1,352,021
	Base salary	$490,000	$490,000	$—
	Bonus	$735,000	$735,000	$367,500
Benjamin R. Wheeler	RSU and PSU acceleration (2)	$956,829	$479,180	$133,889
	COBRA benefits	$34,862	$34,862	$—
	Total	$2,216,691	$1,739,041	$501,389
	Base salary	$660,000	$660,000	$—
	Bonus	$990,000	$990,000	$495,000
Mark S. Verratti	RSU and PSU acceleration (2)	$2,840,088	$2,178,990	$335,722
	COBRA benefits	$34,862	$34,862	$—
	Total	$4,524,950	$3,863,851	$830,722
	Base salary	$560,000	$560,000	$—
	Bonus	$840,000	$840,000	$420,000
Brian J. Donnelly	RSU and PSU acceleration (2)	$4,682,180	$3,200,360	$394,697
	COBRA benefits	$34,862	$34,862	$—
	Total	$6,117,041	$4,635,222	$814,697
	Base salary	$506,400	$506,400	$—
	Bonus	$506,400	$506,400	$253,200
Dale Muzzey, Ph.D.	RSU and PSU acceleration (2)	$1,710,942	$1,193,162	$240,475
	COBRA benefits	$34,862	$34,862	$—
	Total	$2,758,604	$2,240,823	$493,675


Year	Summary Compensation Table Total for First PEO1 $	Summary Compensation Table Total for Second PEO1 $	Compensation Actually Paid to First PEO1,2,3 $	Compensation Actually Paid to Second PEO1,2,3 $	Average Summary Compensation Table Total for Non-PEO NEOs1 $	Average Compensation Actually Paid to Non-PEO NEOs1,2,3 $	Value of Initial Fixed $100 Investment on December 31, 2020 Based on:		Net Income (Loss) $ (millions)	Revenue6 $ (millions)
							Total Shareholder Return4$	Peer Group Total Shareholder Return5$
2025	5,686,740	688,637	2,518,175	(7,779,734)	2,857,977	1,524,556	31	125	(366)	824
2024	13,630,599	—	7,211,120	—	3,476,089	2,138,230	69	93	(127)	838
2023	12,108,359	—	14,201,749	—	4,135,846	3,194,672	97	94	(263)	753
2022	11,391,188	—	(4,479,782)	—	2,665,450	(161,281)	73	90	(112)	678
2021	12,787,669	—	29,789,160	—	2,483,005	4,670,387	140	100	(27)	691


Year	First PEO	Second PEO	NEOs included in Average
2025	Samraat S. Raha	Paul J. Diaz	Benjamin R. Wheeler, Scott J. Leffler, Mark S. Verratti, Brian J. Donnelly, Dale Muzzey, Ph.D., Margaret Ancona
2024	Paul J. Diaz	—	R. Bryan Riggsbee, Scott J. Leffler, Dale Muzzey, Ph.D., Mark S. Verratti, Samraat S. Raha
2023	Paul J. Diaz	—	R. Bryan Riggsbee, Dale Muzzey Ph.D., Nicole Lambert, Mark S. Verratti, Samraat S. Raha
2022	Paul J. Diaz	—	R. Bryan Riggsbee, Jerry S. Lanchbury, Ph.D., Nicole Lambert, Mark S. Verratti, and Kevin R. Haas, Ph.D.
2021	Paul J. Diaz	—	R. Bryan Riggsbee, Jerry S. Lanchbury, Ph.D., Nicole Lambert, Mark S. Verratti


Revenue
Adjusted operating income
Adjusted EPS
Relative total stockholder return
Engagement score1
Customer NPS1


	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
Name
Paul Bisaro	$89,251	$244,996 (1)	$334,247
Mark S. Davis	$93,124	$118,808 (2)	$211,932
Heiner Dreismann, Ph.D.	$93,500	$244,996 (1)	$338,496
Rashmi Kumar	$83,500	$244,996 (1)	$328,496
Lee N. Newcomer, M.D.	$98,000	$244,996 (1)	$342,996
S. Louise Phanstiel	$206,000	$244,996 (1)	$450,996
Colleen F. Reitan	$93,500	$244,996 (1)	$338,496
Daniel M. Skovronsky, M.D., Ph.D.	$83,500	$244,996 (1)	$328,496

(1) Amounts shown reflect the grant date fair value of an award of 49,796 RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the number of shares by $4.92, the closing price of our common stock on the Nasdaq Global Select Market on June 5, 2025, the date of the grant. These RSUs awarded to certain of our non-employee directors following the 2025 Annual Meeting of Stockholders held on June 5, 2025 vest upon the earlier of (i) one year of service on the Board following the date of grant or (ii) the date of the next annual meeting of stockholders following such grant.
(2) Amount shown reflects the grant date fair value of a pro rated award of 24,148 RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the number of shares by $4.92, the closing price of our common stock on the Nasdaq Global Select Market on June 5, 2025, the date of the grant. These RSUs awarded to Mr. Davis following the 2025 Annual Meeting of Stockholders held on June 5, 2025 vest upon the earlier of (i) one year of service on the Board following the date of grant or (ii) the date of the next annual meeting of stockholders following such grant.


			Unvested
Name			RSUs
Paul Bisaro			49,796
Heiner Dreismann, Ph.D.			49,796
Rashmi Kumar			49,796
Lee N. Newcomer, M.D.			49,796
S. Louise Phanstiel			49,796
Colleen F. Reitan			49,796
Daniel M. Skovronsky, M.D., Ph.D.			49,796
Mark S. Davis			24,148


All members			$60,000
Chair of the Board			$120,000 additional
Chair of the Audit and Finance Committee			$28,000 additional
Chair of the Compensation and Human Capital Committee			$20,000 additional
Chair of the Nominating and Governance Committee			$20,000 additional
Chair of the Research and Product Innovation Committee			$28,000 additional
Members of the Audit and Finance Committee (1)			$13,500 additional
Members of the Compensation and Human Capital Committee (1)			$10,000 additional
Members of the Nominating and Governance Committee (1)			$10,000 additional
Members of the Research and Product Innovation Committee (1)			$13,500 additional
(1) Other than the chairperson of such committee


Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3)
Equity compensation plans approved by security holders (1)	6,597,587	—	5,284,660
Equity compensation plans not approved by security holders (2)	1,187,200	$13.38	—
Total	7,784,787	$13.38	5,284,660


	Shares Beneficially Owned
Name and Address**	Number	Percent
Beneficial Owners of More Than 5% of Our Common Stock
BlackRock, Inc. (1)	7,976,163	8.4%
50 Hudson Yards
New York, NY 10001
The Vanguard Group (2)	7,882,515	8.3%
100 Vanguard Blvd.
Malvern, PA 19355
Millennium Management LLC (3)	6,700,158	7.1%
399 Park Avenue
New York, NY 10022
State Street Corporation (4)	5,966,567	6.3%
One Congress Suite, 1
Boston, MA 02114
Glenview Capital Management (5)	4,941,058	5.2%
520 Madison Ave, 33rd Floor
New York, NY 10022
Named Executive Officers
Samraat S. Raha	161,976	*
Benjamin R. Wheeler	21,324	*
Mark S. Verratti (6)	297,598	*
Brian J. Donnelly (7)	110,020	*
Dale Muzzey, Ph.D. (8)	87,129	*
Paul J. Diaz (9)	1,356,032	1.4%
Scott J. Leffler (10)	126,513	*
Margaret Ancona (11)	93,716	*
Directors and Director Nominees
S. Louise Phanstiel (12)	315,070	*
Paul Bisaro (13)	89,941	*
Heiner Dreismann, Ph.D. (13)	171,444	*
Rashmi Kumar (13)	127,188	*
Lee N. Newcomer, M.D. (13)	132,141	*
Colleen F. Reitan (13)	92,329	*
Daniel M. Skovronsky, M.D., Ph.D. (13)	135,806	*
Mark S. Davis (14)	46,964	*
All current executive officers and directors as a group (15 persons) (15)	1,849,857	1.9%


ü			The Board Recommends the Election of Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, M.D., and Proxies Solicited by the Board Will Be Voted in Favor of Such Directors Unless a Stockholder Has Indicated Otherwise on the Proxy.