MYRIAD GENETICS INC (MYGN)
Sector: Health Care
2026 Annual Meeting Analysis
MYRIAD GENETICS INC · Meeting: June 4, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class III Directors to the Board of Directors
Against Analysis
Mr. Bisaro has served since October 2022, giving him meaningful overlap with the full 3-year underperformance period; Myriad's stock fell 78% over three years while its compensation peer group (used as the primary benchmark) rose 27% on average — a gap of over 105 percentage points, far exceeding the 20-point trigger threshold for companies with negative absolute returns — and the 5-year record (stock down 83%, peers down 20%) does not provide relief, so the underperformance appears sustained rather than transient.
Ms. Kumar has served since September 2020, meaning she has been on the board for the entire 3-year and 5-year underperformance periods; the stock's 78% decline over three years against peers that gained 27% on average (a 105-point gap) triggers a vote against under the policy, and the 5-year comparison — stock down 83% versus peers down roughly 20% — confirms the underperformance is long-running rather than a recent blip, so no mitigation applies.
Dr. Newcomer has served since September 2019, covering both the full 3-year and 5-year measurement windows; Myriad's shareholders lost roughly 78 cents of every dollar invested over three years while the peer group gained 27%, and the even longer 5-year picture (stock down 83% vs. peers down about 20%) confirms this is a sustained pattern of value destruction for which board accountability is warranted.
For Analysis
All three Class III nominees (Bisaro, Kumar, Newcomer) receive an AGAINST vote because Myriad's stock has declined 78% over three years while its compensation peer group gained 27% on average — a gap of 105 percentage points that far exceeds the 20-point trigger threshold applicable to companies with negative absolute returns. All three directors have served more than 24 months, so no new-director exemption applies. The 5-year comparison (stock down 83%, peer median down roughly 20%, gap of about 63 percentage points) also exceeds the threshold, meaning the underperformance is sustained and the 5-year mitigant that might otherwise downgrade a vote from AGAINST to FOR does not apply here.
Say on Pay
✓ FORCEO
Samraat S. Raha
Total Comp
$5,686,740
Prior Support
92%%
The prior year Say on Pay received 92% support, well above the 70% threshold that would require visible corrective action. The CEO (Samraat Raha) was only appointed on April 30, 2025 and his total reported compensation of approximately $5.7 million reflects a partial-year role; the pay structure is heavily performance-linked — roughly 82% of his target pay is variable, half of long-term equity is in performance stock awards tied to revenue, adjusted earnings per share, and relative shareholder return, and the 2023 performance stock awards paid out at only 83% of target reflecting actual results — all of which indicates the incentive plan has real performance conditions rather than guaranteed payouts. While Myriad's stock performance has been severely negative over both one and three years, the compensation structure itself passes the policy screens because variable pay incorporates meaningful performance hurdles, payout levels reflected below-target financial results in recent cycles, and the new CEO's pay package was set in the context of a leadership transition rather than rewarding sustained underperformance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,341,949
Non-Audit Fees
$74,000
The non-audit fees paid to EY in 2025 were $74,000 (audit-related fees only) against audit fees of $2,341,949, representing a non-audit ratio of about 3% — well below the 50% threshold that would raise independence concerns — and no material financial restatements or auditor adequacy issues were identified, so ratification is straightforward.
Overall Assessment
This is a heavily contested ballot for Myriad Genetics: all three Class III director nominees receive an AGAINST vote because the company's stock has lost 78% over three years while its peer group gained 27%, a gap of 105 percentage points that far exceeds the accountability threshold and is confirmed as sustained by the 5-year record; the Say on Pay vote earns a FOR because the new CEO's compensation structure is heavily performance-linked and the prior year received 92% shareholder support. The auditor ratification is straightforward with a FOR vote given minimal non-audit fees and no independence concerns.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing