Independent
Tenure on this board
3.6 yrs
Also a director at
Zoetis Inc (ZTS)
3 nominees · 5 ballot items.
Elect three Class III directors; ratify Ernst & Young LLP as independent auditors; advisory approval of named executive officer compensation (say‑on‑pay); approve amendment to 2012 Employee Stock Purchase Plan to add 4,000,000 shares; approve the 2026 Employee, Director and Consultant Equity Incentive Plan (up to 8,568,431 shares including rollover).
Elect three Class III directors (Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, M.D.) to serve until the 2029 Annual Meeting.
Ratify selection of Ernst & Young LLP as Myriad’s independent registered public accounting firm for 2026.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
The advisory proposal asks stockholders to approve the company’s 2025 executive compensation as disclosed. Management seeks endorsement to validate its pay-for-performance framework that emphasizes at-risk variable compensation tied to revenue, adjusted operating income, adjusted EPS, relative TSR, employee engagement, and customer NPS. The CHCC retained independent consultants and set performance targets; 50% of equity awards were performance-based, PSUs measure 2027 results and relative TSR vs. IXHC. The Board recommends approval as the advisory vote informs future compensation decisions, and the company cites prior high say‑on‑pay support and alignment mechanisms (clawback, anti-hedging, robust stock ownership guidelines). Although non-binding, a favorable vote supports management’s approach; a negative vote would prompt CHCC review and potential changes. Company-specific context includes 2025 headwinds (UnitedHealthcare coverage changes, European divestiture), targeted strategic pivot to Cancer Care Continuum, and substantial leadership transition during 2025, which influenced compensation decisions and one-time awards tied to promotions.
Approve an amendment to increase authorized shares under the Employee Stock Purchase Plan by 4,000,000 shares.
Management is seeking shareholder approval to increase the reserve for the 2012 Employee Stock Purchase Plan by 4,000,000 shares because the current reserve is exhausted. The amendment is routine and aimed at employee retention and attracting talent by restoring the ESPP’s capacity to offer discounted stock purchases (85% of fair market value) in semiannual offering periods. The board considered historical participation, forecasted utilization, dilution impact, and the time frame before depletion. Approval would allow continued payroll-deduction purchases and preserve favorable tax treatment under Section 423. The Company notes non-employee directors are not eligible, limits on participation per employee, and the amendment does not change other plan terms. The Board recommends a vote FOR as part of compensation and retention strategy.
Approve the new 2026 Equity Incentive Plan authorizing up to 6,400,000 new shares plus rollover of up to 2,168,431 shares from the 2017 Plan (aggregate up to 8,568,431), to replace the 2017 Plan.
Management proposes a new equity plan to replace the 2017 Plan, requesting shareholder approval for up to 6.4 million new shares plus rollover of up to 2.17 million shares remaining under the 2017 Plan (aggregate up to 8.568 million). The plan includes standard governance features: no liberal share recycling, no discounted options, minimum one‑year vesting (with limited 5% exception), non‑repricing without shareholder approval, and a director compensation cap ($750k annual, $1M first year). The CHCC argues the plan is essential to attract and retain employees, align executive pay with long‑term value through RSUs and PSUs, and maintain competitive compensation. The request reflects anticipated hiring and equity grant needs; the board recommends FOR. Key investor considerations include the size of the new reserve relative to outstanding shares (~8.57m vs 94.44m shares outstanding), potential dilution, burn rate (~2.95% three‑year average), and plan features designed to address governance and tax compliance (Section 409A and 422). Investors will weigh dilution against retention/long‑term alignment needs and the company’s recent strategy refocus and leadership changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MILLENNIUM MANAGEMENT LLC | 7.1% | 6,668,817 | $30M |
| 2 | GLENVIEW CAPITAL MANAGEMENT, LLC | 5.7% | 5,411,978 | $24M |
| 3 | STATE STREET CORP | 4.7% | 4,424,027 | $20M |
| 4 | BlackRock, Inc. | 4.4% | 4,179,507 | $19M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 3,924,525 | $18M |
| 6 | D. E. Shaw Co., Inc.Activist | 3.6% | 3,421,334 | $15M |
| 7 | BlackRock, Inc. | 3.3% | 3,097,066 | $14M |
| 8 | MORGAN STANLEY | 2.8% | 2,659,860 | $12M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.7% | 2,582,231 | $12M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 2.4% | 2,308,589 | $10M |
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