UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Myriad Genetics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MYRIAD GENETICS, INC.

October 12, 201214, 2014

Dear Stockholders,

You are cordially invited to attend the 20122014 Annual Meeting of Stockholders of Myriad Genetics, Inc. (the “Annual Meeting”) to be held at 9:00 a.m. MST on Wednesday,Thursday, December 5, 2012,4, 2014, at our offices at 320 Wakara Way, Salt Lake City, Utah. Details regarding the meeting, the business to be conducted, and information about Myriad Genetics, Inc. that you should consider when you vote your shares are described in this proxy statement.

At the Annual Meeting, twothree persons will be elected to the Board of Directors. We will also seek stockholder approval to amend our 2010 Employee, Director and Consultant Equity Incentive Plan. We will also seek approval of our proposed 2012 Employee Stock Purchase Plan and our 2013 Executive Incentive Plan. We will also ask stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending June 30, 2013.2015. In addition, we will seek stockholder approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement. The Board of Directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the Annual Meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. We believe this process will facilitate accelerated delivery of proxy materials, save costs, and reduce the environmental impact of our Annual Meeting. On or about October 12, 2012,14, 2014, we began sending to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for our 20122014 Annual Meeting of Stockholders and our 20122014 annual report to stockholders on the Internet. This notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote. You may vote over the Internet as well as by telephone. In addition, if you requested to receive printed proxy materials, you may vote by completing, signing, dating and returning your proxy card by mail. You are urged to vote promptly in accordance with the instructions set forth in the Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Sincerely,

Peter D. Meldrum

President and Chief Executive Officer

Your vote is important. Please vote as soon as possible by using the Internet or by telephone or, if you received a paper copy of the proxy card by mail, by completing, signing, dating, and returning the enclosed proxy card. Instructions for your voting options are described on the Notice of Internet Availability of Proxy Materials or proxy card.

MYRIAD GENETICS, INC.

320 Wakara Way

Salt Lake City, Utah 84108

NOTICE OF 20122014 ANNUAL MEETING OF STOCKHOLDERS

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of Myriad Genetics, Inc. common stock at the close of business on October 8, 2012.7, 2014. A list of stockholders of record will be available at the meeting and, during the 10 days prior to the meeting, at the office of the Secretary at the above address.

All stockholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, please vote by following the instructions on the Notice of Internet Availability of Proxy Materials that you have previously received, which we refer to as the Notice, or in the section of this proxy statement entitled “General“Important Information About the Annual Meeting — and Voting—How Do I Vote,” or, if you requested to receive printed proxy materials, your proxy card. You may change or revoke your proxy at any time before it is voted.

On or about October 12, 2012,14, 2014, we began sending the Notice of Internet Availability of Proxy Materials to all stockholders entitled to vote at the annual meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Richard M. Marsh

Secretary

October 12, 201214, 2014

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 5, 20124, 2014

This proxy statement and our annual report to stockholders for the fiscal year ended June 30, 20122014 are available for viewing, printing, and downloading atwww.proxyvote.com. To view these materials please have your 12-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended June 30, 2012,2014, on the website of the Securities and Exchange Commission atwww.sec.gov, or in the “Financial Information/Reporting/SEC Filings” section of the “Investors” section of our website atwww.myriad.com.You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Secretary, Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah 84108. Exhibits will be provided upon written request and payment of an appropriate processing fee.

MYRIAD GENETICS, INC.

320 WAKARA WAY

SALT LAKE CITY, UTAH 84108

(801) 584-3600

PROXY STATEMENT FOR THE MYRIAD GENETICS, INC.

20122014 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 5, 20124, 2014

This proxy statement, along with the accompanying Notice of 20122014 Annual Meeting of Stockholders, contains information about the 20122014 Annual Meeting of Stockholders of Myriad Genetics, Inc., including any adjournments or postponements of the annual meeting, which we refer to as the Annual Meeting. In this proxy statement, we refer to Myriad Genetics, Inc. as “Myriad,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the Annual Meeting. On or about October 12, 2012,14, 2014, we began sending the Notice of Internet Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, to all stockholders entitled to vote at the Annual Meeting.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The Board of Directors of Myriad Genetics, Inc. is soliciting your proxy to vote at the Annual Meeting to be held at our offices, 320 Wakara Way, Salt Lake City, Utah, on Wednesday,Thursday, December 5, 2012,4, 2014, at 9:00 a.m. MST and any adjournments of the meeting. The proxy statement along with the accompanying Notice of Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

We have sent you the Notice and made this proxy statement and our annual report to stockholders for the fiscal year ended June 30, 20122014 available to you on the Internet because you owned shares of Myriad Genetics, Inc. common stock on the record date. We have also delivered printed versions of these materials to certain stockholders by mail. The Company commenced distribution of the Notice and the proxy materials to stockholders on or about October 12, 2012.14, 2014.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice will instruct you how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the enclosed proxy card, in addition to the other methods of voting described in this proxy statement.

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Who Can Vote?

Only stockholders who owned Myriad Genetics, Inc. common stock at the close of business on October 8, 20127, 2014 are entitled to vote at the Annual Meeting. On this record date, there were 81,465,46872,997,978 shares of our common stock outstanding and entitled to vote. Common stock is our only class of voting stock.

You do not need to attend the Annual Meeting to vote your shares. Shares represented by valid proxies, received in time for the meeting and not revoked prior to the meeting, will be voted at the meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of Myriad Genetics, Inc. common stock that you own entitles you to one vote.

How Do I Vote?

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director, and whether your shares should be voted for, against or abstain with respect to each of the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, American Stock Transfer and Trust Company, or you have stock certificates registered in your name, you may vote:

Telephone and Internet voting facilities for stockholders of record will be available 24-hours a day and will close at 11:59 p.m. Eastern Time on December 4, 2012.3, 2014.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the annual meeting in order to vote.

How Does the Board of Directors Recommend That I Vote on the Proposals?

The Board of Directors recommends that you vote as follows:

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If any other matter is presented, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the meeting. You may change or revoke your proxy in any one of the following ways:

Your most current vote, whether by telephone, Internet or proxy card, is the one that will be counted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares be Voted if I Do Not Vote?

If your shares are registered in your name, they will not be voted if you do not vote as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other holder of record that holds your shares as described above, the bank, broker or other holder of record has the authority to vote your unvoted shares only on Proposal 53 if it does not receive instructions from you. Therefore, we encourage you to provide voting instructions. This ensures your shares will be voted at the meeting and in the manner you desire. When your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority, this is referred to as a “broker non-vote.”

Your bank, broker or other nominee does not have the ability to vote your uninstructed shares in the election of directors. Therefore, if you hold your shares in street name it is critical that you cast your vote if you want your vote to be counted for the election of directors (Proposal 1 of this proxy statement). In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your bank, broker or other nominee was allowed to vote your shares on your behalf in the election of directors as it feltdeemed appropriate. In addition, your bank, broker or other nominee is prohibited from voting your uninstructed

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shares on any matters related to the equity and other incentive plansplan and executive compensation. Thus, if you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote in the election of directors, on matters related to the equity and other incentive plans,plan, or executive compensation, no votes will be cast on these proposals on your behalf.

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What Vote is Required to Approve Each Proposal and How are Votes Counted?

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Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our InspectorsInspector of ElectionElections examine these documents. Management, other than the Inspector of Elections Richard Marsh, our General Counsel and Secretary, will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make, on the proxy card or elsewhere.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to deliver proxies. We will then reimburse them for their expenses.

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We have engaged The Proxy Advisory Group, LLC to act as our proxy solicitor in connection with the proposals to be acted upon at our annual meeting. Pursuant to our agreement, The Proxy Advisory Group, LLC may, among other things, provide advice regarding proxy solicitation issues and solicit proxies from our stockholders on our behalf in connection with the Annual Meeting. For these services, we will pay a fee not to exceed $15,000 plus expenses.

What Constitutes a Quorum for the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the meeting. Votes of stockholders of record who are present at the meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Attending the Annual Meeting

The Annual Meeting will be held at 9:00 a.m. MST on Wednesday,Thursday, December 5, 20124, 2014 at the offices of Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah. When you arrive at our offices, our personnel will direct you to the appropriate meeting room. You need not attend the Annual Meeting to vote.

Householding of Annual Disclosure Documents

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single Notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single Notice or, if applicable, set of proxy materials this year, but you would prefer to receive your own copy, please contact Broadridge, by calling their toll free number 1-800-542-1061. If you do not wish to participate in “householding” and would like to receive your own Notice or, if applicable, set of proxy materials in future years, follow the instructions described below. Conversely, if you share an address

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with another Myriad Genetics, Inc. stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to receive notices of the availability of future proxy materials by email instead of receiving a paper copy in the mail. You can choose this option and save us the cost of producing and mailing these documents by following the instructions provided on your Notice or proxy card or following the instructions provided when you vote over the Internet atwww.proxyvote.com.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of September 1, 20122014 for (a) each stockholder that we know to be the beneficial owner of more than 5% of our common stock, (b) each of our executive officers named in the Summary Compensation Table of this proxy statement (the “Named Executive Officers”), (c) each of our directors and director nominees, and (d) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of September 1, 20122014 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 80,974,68072,371,522 shares of common stock outstanding on September 1, 2012.2014.

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MANAGEMENT AND CORPORATE GOVERNANCE

The Board of Directors

Our Restated Certificate of Incorporation, as amended, and Restated By-Laws provide that our business is to be managed by or under the direction of our Board of Directors. Our Board of Directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our Board of Directors currently consists of seven members, classified into three classes as follows: John T. Henderson, M.D. and S. Louise Phanstiel constitute a class with a term ending at the 20122015 Annual Meeting (the “Class I directors”); Peter D. Meldrum and Heiner Dreismann, Ph.D. constitute a class with a term ending at the 20132016 Annual Meeting (the “Class II directors”); and Walter Gilbert, Ph.D., Dennis H. Langer, M.D., J.D., and Lawrence C. Best constitute a class with a term ending at the 2014 Annual Meeting (the “Class III directors”).

On September 13, 2012,18, 2014, our Board of Directors accepted the recommendation of the Nominating and Governance Committee and voted to nominate John T. Henderson,Walter Gilbert, Ph.D., Dennis H. Langer, M.D., J.D., and S. Louise PhanstielLawrence C. Best for election at the Annual Meeting for a term of three years to serve until the 20152017 annual meeting of stockholders, and until their respective successors have been elected and qualified, or until their earlier death, resignation, retirement or removal.

Set forth below are the names of the persons nominated as directors and directors whose terms do not expire this year, their ages as of September 1, 2012,2014, their offices in the company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons currently hold directorships or have held directorships in the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to the Board’s conclusion at the time of the filing of this proxy statement that each person listed below should serve as a director is set forth below for each individual director.

The following is a brief summary of the background and business experience of each of our directors.

John T. Henderson, M.D.M.D., Chairman of the Board of Directors, has been a Director of Myriad since May 2004 and Chairman of the Board of Directors since April 2005. Since December 2000, Dr. Henderson has served as a consultant to the pharmaceutical industry as president of Futurepharm LLC. Dr. Henderson currently serves on the Board of Directors of Myrexis,Cytokinetics, Inc. and Cytokinetics,during the past five years served on the Board of Directors of Myrexis, Inc. Until his retirement in December 2000, Dr. Henderson was with Pfizer for over 25 years, most recently as a Vice President in the Pfizer Pharmaceuticals Group. Dr. Henderson previously held Vice Presidential level positions with Pfizer in Research and Development in Europe and later in Japan. He was also Vice President, Medical for the Europe, U.S. and International Pharmaceuticals groups at Pfizer. Dr. Henderson earned his bachelor’s and medical degree from the University of Edinburgh and is a Fellow of the Royal College of Physicians (Ed.).

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The Board of Directors has determined that Dr. Henderson should serve on the Board for the following reasons: Dr. Henderson’s medical background provides the Board with expertise in developing predictive, personalized, and prognostic testing services. Dr. Henderson provides the Board with business and management expertise from his senior positions at Pfizer for over 25 years, including expertise in research and development which is critical to our development of molecular diagnostic testing services. Dr. Henderson brings to the Board international experience as the Company implements strategies for international expansion.

Walter Gilbert, Ph.D., Vice Chairman of the Board of Directors, joined Myriad as a founding scientist and Director in March 1992. Dr. Gilbert won the Nobel Prize in Chemistry in 1980 for his contributions to the development of DNA sequencing technology. He was a founder of Biogen, Inc. (now Biogen Idec Inc.) and its Chairman of the Board and Chief Executive Officer from 1981 to 1985. He has held professorships at Harvard University in the Departments of Physics, Biophysics, Biology, Biochemistry and Molecular Biology, and Molecular and Cellular Biology. Dr. Gilbert is a Carl M. Loeb University Professor Emeritus at Harvard University. He served on the Board of Directors of Memory Pharmaceuticals Corp. and is a General Partner of BioVentures Investors, an investment fund.

The Board of Directors has determined that Dr. Gilbert should serve on the Board for the following reasons: Dr. Gilbert provides the Board with a unique and extensive scientific background and expertise important to us in developing and commercializing molecular diagnostic products, and understanding industry technological developments. Dr. Gilbert provides the Board with business, managerial and financial expertise from having founded, managed, and directed several companies in the health care industry.

Peter D. Meldrum, President and Chief Executive Officer, has been a Director of Myriad since its inception in May 1991 and has been our President and Chief Executive Officer since November 1991. Prior to joining us he was President and Chief Executive Officer of Founders Fund, Inc., a venture capital group specializing in the biotechnology industry. Mr. Meldrum currently serves ofon the Board of Directors of Endocyte, Inc. He received a Doctorate of Engineering (honorary) from the University of Utah in 2009, a Doctorate of Science (honorary) from Westminster College in 2004, an M.B.A. from the University of Utah in 1974, and a B.S. in Chemical Engineering from the University of Utah in 1970.

The Board of Directors has determined that Mr. Meldrum should serve on the Board for the following reasons: Mr. Meldrum provides the Board with business and management expertise of a molecular diagnostic company from his service as President and CEO of Myriad since our inception. Mr. Meldrum brings to the Board over 3840 years of experience in the biotechnology, diagnostic, and related industries. Mr. Meldrum also provides us with important expertise in investor relations. In addition, Mr. Meldrum’s scientific background and industry knowledge provide important insights for the Board.

Lawrence C. Best, a Director of Myriad since September 2009, is the Chairman and Founder of OXO Capital LLC, an investment firm focused on life sciences and therapeutic medical device companies, since 2007. Mr. Best joined Boston Scientific Corporation in 1992 and served for 15 years as the Executive Vice President-Finance & Administration and Chief Financial Officer. Prior to joining Boston Scientific, Mr. Best was a partner in the accounting firm of Ernst & Young, where he specialized in serving multinational companies in the high technology and life sciences fields. He served a two-year fellowship at the SEC from 1979 to 1981 and a one-year term as a White House-appointed Presidential Exchange Executive in Washington, D.C. He currently serves on the Board of Directors of Haemonetics Corp. and is a founding director of the President’s Council at Massachusetts General Hospital. Within the past five years Mr. Best has also served on the Board of Directors of Haemonetics Corp and Biogen Idec, Inc. within the past five years. Mr. Best received a B.B.A. degree from Kent State University.

The Board of Directors has determined that Mr. Best should serve on the Board for the following reasons: Mr. Best provides the Board with broad financial accounting and reporting expertise in the technology and life sciences fields. Mr. Best provides the Board with extensive financial, business, management and investment

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expertise from his 15 years of service as the Chief Financial Officer at Boston Scientific. Mr. Best provides the Board with substantial experience in the event that we contemplate potential mergers, acquisitions and licensing opportunities.

Heiner Dreismann, Ph.D., a Director of Myriad since June 2010, had a successful career at the Roche Group from 1985 to 2006 where he held several senior positions, including President and CEO of Roche Molecular Systems, Head of Global Business Development for Roche Diagnostics and Member of Roche'sRoche’s Global Diagnostic Executive Committee. From 2006 to 2009, Dr. Dreismann served as the CEO of Vectrant Technologies, Inc., and since 2008 has been servinguntil 2013 served as the Interim CEO for GeneNews Limited. Dr. Dreismann currently serves on the Board of Directors of GeneNews Limited, Ignyta, Inc., and MedBioGene,PDI, Inc. During the past five years, Dr. Dreismann previously served on the Board of Directors of Nanogen, Inc., Med BioGene, Inc. and Shrink Nanotechnologies. He earned a M.S. degree in biology and his Ph.D. in microbiology/molecular biology (summa cum laude) from Westfaelische Wilhelms University (The University of Münster) in Germany.

The Board of Directors has determined that Dr. Dreismann should serve on the Board for the following reasons: Dr. Dreismann provides the Board with important business and managerial expertise from his more than 20 years at Roche, including specific expertise in developing and commercially launching diagnostic products. Furthermore, Dr. Dreismann has extensive experience in international markets, specifically in Europe, which is important as we seek to expand internationally. Dr. Dreismann’s scientific background and expertise also enable Dr. Dreismann to provide the Board with technical advice on product research and development. Dr. Dreismann has a diversified background of managing and serving as a director of several companies in the health care industry.

Dennis H. Langer, M.D., J.D.,has been a Director of Myriad since May 2004. From January 2013 to July 2014 Dr. Langer served as Chairman and Chief Executive Officer of AdvanDx, Inc. From August 2005 to May 2010, Dr. Langer served as Managing Partner of Phoenix IP Ventures, LLC. From January 2004 to July 2005, Dr. Langer served as President, North America for Dr. Reddy’s Laboratories, Inc. From September 1994 until January 2004, Dr. Langer held several high-level positions at GlaxoSmithKline, and its predecessor, SmithKline Beecham, including most recently as a Senior Vice President of Research and Development. He has a broad base of experience in innovative R&D companies such as Eli Lilly, Abbott and GD Searle. He is also a Clinical Professor at the Department of Psychiatry, Georgetown University School of Medicine. Dr. Langer received a J.D. (cum laude) from Harvard Law School, an M.D. from Georgetown University School of Medicine, and a B.A. in Biology from Columbia University. Dr. Langer currently serves on the Board of Directors of Myrexis,Dicerna Pharmaceuticals, Inc. During the past five years, Dr. Langer previously served on the Board of Directors of Myrexis, Inc., Auxilium Pharmaceuticals, Inc., Cytogen Corporation and Pharmacopeia, Inc. and Sirna Therapeutics, Inc.

The Board of Directors has determined that Dr. Langer should serve on the Board for the following reasons: Dr. Langer’s medical background provides the Board with expertise on developing predictive, personalized, and prognostic testing products. Dr. Langer provides the Board with business and management expertise from senior positions at several major pharmaceutical companies, including expertise in research and development which is critical to our development of molecular diagnostic testing services. Dr. Langer brings to the Board international experience as we implement strategies for international expansion. Dr. Langer has a diversified background of managing and serving as a director of several companies in the health care industry.

S. Louise Phanstiel, a Director of Myriad since September 2009, held several important positions at WellPoint, Inc. from 1996 to 2007, including President, Specialty Products (2003 to 2007), Senior Vice President, Chief of Staff and Corporate Planning in the Office of the Chairman (2000 to 2003), and Senior Vice President, Chief Accounting Officer, Controller, and Chief Financial Officer for all WellPoint, Inc. subsidiaries, including Blue Cross of California (1996 to 2000). Previously, Ms. Phanstiel was a partner at the international services firm of Coopers & Lybrand where she served clients in life and property/casualty insurance, high technology, and higher education. Ms. Phanstiel currently serves on the Board of Directors of Verastem, Inc., and

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Cedar Sinai Health System, and formerly served on the Board of Directors of Inveresk Research Group, Inc. and Charles River Laboratories, Inc. Ms. Phanstiel received a B.A. degree in Accounting from Golden Gate University and is a Certified Public Accountant.

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The Board of Directors has determined that Ms. Phanstiel should serve on the Board for the following reasons: Ms. Phanstiel provides the Board with important expertise on the medical insurance industry from her extensive experience from several senior positions at WellPoint and Blue Cross of California. This expertise is critical as we rely on third-party reimbursement for our molecular diagnostic services. Ms. Phanstiel also provides the Board with financial accounting and reporting expertise from her work at Coopers & Lybrand and as a Certified Public Accountant. Ms. Phanstiel also provides the Board with financial and investment expertise, as well as management expertise, from managing and serving as a director of publicly-traded companies.

Director Independence

Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with Myriad, either directly or indirectly. Based on this review, our Board has determined that the following members of the Board are “independent directors” as defined by The NASDAQ Stock Market LLC: Mr. Best, Dr. Dreismann, Dr. Gilbert, Dr. Henderson, Dr. Langer, and Ms. Phanstiel.

Leadership Structure of the Board

The Board does not have a policy regarding the separation of the roles of Chairman of the Board and Chief Executive Officer, as the Board believes it is in our best interests to make that determination based on the position and direction of the Company and the membership of the Board. However, at this time, and since our inception, the Board has determined that having an independent director serve as Chairman of the Board is in the best interests of our stockholders. Thus, the roleroles of Chairman of the Board and Chief Executive Officer isare separated. This structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing Board policies, priorities and procedures. This structure also allows the Chief Executive Officer to focus on the management of our day-to-day operations.

Board’s Role in the Oversight of Risk Management

The Board has an active role, directly and through its committees, in the oversight of our risk management efforts. The Board carries out this oversight role through several levels of review. The Board regularly reviews and discusses with members of management information regarding the management of risks inherent in the operations of our businesses and the implementation of our strategic plan, including our risk mitigation efforts.

Each of the Board’s committees also oversees the management of our risks that are under each committee’s areas of responsibility. For example, the Audit Committee oversees management of accounting, auditing, external reporting, internal controls, and cash investment risks. The Nominating and Governance Committee oversees our compliance policies, Code of Conduct, conflicts of interests, director independence and corporate governance policies. The Compensation Committee oversees risks arising from compensation practices and policies. While each committee has specific responsibilities for oversight of risk, the Board is regularly informed by each committee about such risks. In this manner the Board is able to coordinate its risk oversight.

Board’s Consideration of Diversity

The Board and Nominating and Governance Committee do not have a formal policy with respect to the consideration of diversity in identifying nominees for a director position. However, the Board and Nominating and Governance Committee strive to nominate individuals with a variety of diverse backgrounds, skills,

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qualifications, attributes and experience such that the Board, as a group, will possess the appropriate expertise, talent and skills to fulfill its responsibilities to manage the Company in the long-term interests of the stockholders.

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Committees of the Board of Directors and Meetings

Meeting Attendance. During the fiscal year ended June 30, 2012,2014, or fiscal 2012,2014, there were fivesix meetings of the Board of Directors, and the various committees of the Board met a total of 1311 times. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which he or she served during fiscal 2012.2014. The Board has adopted a policy under which each member of the Board is encouraged but not required to attend each annual meeting of our stockholders. At the time of our 20112013 annual meeting of stockholders, we had seven board members, allfive of whichwhom attended the 20112013 annual meeting. Dr. Gilbert and Ms. Phanstiel were excused from the meeting to attend to personal matters.

Audit Committee. Our Audit Committee met five times during fiscal 2012.2014. This committee currently has three members, Ms. Phanstiel (Chair), Mr. Best, and Dr. Langer. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews annual financial statements, considers matters relating to accounting policy and internal controls, reviews the scope of annual audits, and monitors our processes for complying with laws, regulations, and our Code of Conduct. Our Board of Directors has determined that all members of the Audit Committee satisfy the current independence standards promulgated by the SEC and by The NASDAQ Stock Market LLC, as such standards apply specifically to members of audit committees. The Board has determined that Ms. Phanstiel is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. A copy of the Audit Committee’s written charter is publicly available on the Investor Relations — Investors—Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

Compensation Committee. Our Compensation Committee met threefour times during fiscal 2012.2014. This committee currently has three members, Dr. Dreismann (Chair), Dr. Gilbert, and Dr. Henderson. Our Compensation Committee’s role and responsibilities are set forth in the Compensation Committee’s written charter and include reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors are carried out and that such policies, practices and procedures contribute to our success. The Compensation Committee also is responsible for evaluating and determining the compensation of our President and Chief Executive Officer, and conducts its decision making process with respect to that issue without the President and Chief Executive Officer present. Our Board of Directors has determined that all members of the Compensation Committee qualify as independent under the definition promulgated by The NASDAQ Stock Market LLC.

The Compensation Committee is charged with establishing a compensation policy for our executives and directors that is designed to attract and retain the best possible executive talent, to motivate them to achieve corporate objectives, and reward them for superior performance. Our Compensation Committee is also responsible for establishing and administering our executive compensation policies and equity compensation plans. The Compensation Committee meets at least two times per year and more often as necessary to review and make decisions with regard to executive compensation matters. As part of its review of executive compensation matters, the Compensation Committee may delegate any of the powers given to it to a subcommittee of the Committee. A copy of the Compensation Committee’s written charter is publicly available on the Investor Relations — Investors— Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

Further discussion of the process and procedures for considering and determining executive compensation, including the role that our executive officers play in determining compensation for other executive officers, is included below in the section entitled “Executive Compensation — Compensation—Compensation Discussion and Analysis.” The

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Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its duties. In fiscal 2012,2014, the Compensation Committee retained Mercer (US), Inc. (“Mercer”) to update our peer group of companies, and to provide competitive market data on the salary, short-term and long-term incentive compensation of executive officers at comparable companies within our industry.industry and to review the compensation of our Board of Directors. Mercer was also engaged to provide the Compensation Committee an analysis of, and recommendations for, annual salary compensation for fiscal 2013 and2015, short-term incentive compensation for fiscal 20122014, and long-term incentive compensation for the President and CEO and other executive officers. Mercer performs services solely on behalf of the Compensation Committee and has no relationship with Myriad or management except as it may relate to performing such services. The Compensation Committee has assessed the independence of Mercer pursuant to SEC rules and the corporate governance rules of the NASDAQ Stock Market LLC and concluded that no conflict of interest exists that would prevent Mercer from independently representing the Compensation Committee.

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Please also see the report of the Compensation Committee set forth elsewhere in this proxy statement.

Nominating and Governance Committee.Our Nominating and Governance Committee met two times during fiscal 2012.2014. This committee currently has three members, Dr. Langer (Chair), Dr. Henderson, and Ms. Phanstiel. This committee’s role and responsibilities are set forth in the Nominating and Governance Committee’s written charter and include evaluating and making recommendations to the full Board as to the size and composition of the Board and its committees, identifying and evaluating potential candidates and recommending to the Board the director nominees for election, developing and recommending to the Board corporate governance guidelines applicable to us, and reviewing and approving potential or actual conflicts of interest between our executive officers or members of the Board. The committee also oversees the annual Board performance evaluations, which may be submitted anonymously at the discretion of the Director concerned, as well as our policy on plurality voting for director elections, which is described in “Proposal 1 — 1—Election of Directors” of this proxy statement. The Board of Directors has determined that all members of the Nominating and Governance Committee qualify as independent under the definition promulgated by The NASDAQ Stock Market LLC.

If a stockholder wishes to nominate a candidate for director who is not to be included in our proxy statement, it must follow the procedures described in our Restated By-Laws and in “Stockholder Proposals and Nominations for Director” at the end of this proxy statement.

In addition, under our current corporate governance policies, the Nominating and Governance Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third-party search firms or other appropriate sources. For all potential candidates, the Nominating and Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, the extent to which the candidate would fill a present need on the Board, and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to propose a candidate for consideration as a nominee by the Nominating and Governance Committee under our corporate governance policies, for each annual meeting, the Nominating and Governance Committee will consider only one recommended nominee from any stockholder or group of affiliated stockholders, and such recommending stockholder or group must have held at least 5% of our common stock for at least one year. All stockholder recommendations for proposed director nominees must be in writing to the Nominating and Governance Committee, care of Myriad’s Secretary at 320 Wakara Way, Salt Lake City, Utah 84108, and must be received no later than 120 days prior to the first anniversary of the date of the proxy statement for the previous year’s annual meeting. The recommendation must be accompanied by the following information concerning the recommending stockholder:

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The recommendation must also be accompanied by the following information concerning the proposed nominee:

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The recommending stockholder must also furnish a statement supporting a view that the proposed nominee possesses the minimum qualifications as set forth below for director nominees and describing the contributions that the proposed nominee would be expected to make to the Board and to the governance of Myriad and must state whether, in its view, the proposed nominee, if elected, would represent all stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of Myriad. The recommendation must also be accompanied by the written consent of the proposed nominee (i) to be considered by the Nominating and Governance Committee and interviewed if the committee chooses to do so in its discretion, and (ii) if nominated and elected, to serve as a director.

For all potential candidates, the Nominating and Governance Committee may consider all factors it deems relevant, including the following threshold criteria:

In addition, the Nominating and Governance Committee will also take into account the extent to which the candidate would fill a present need on the Board, including the extent to which a candidate meets the independence and experience standards promulgated by the SEC and by The NASDAQ Stock Market LLC.

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A copy of the Nominating and Governance Committee’s written charter is publicly available on the Investor Relations — Investors—Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

The descriptions of our corporate governance policies contained in this proxy statement are qualified in their entirety and subject to the terms of such policies as modified by the Board of Directors from time to time. The following corporate governance documents are publicly available on the Investor Relations — Investors—Understanding Myriad/Corporate Governance section of our website atwww.myriad.com:

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Strategic Committee.This committee currently has three members, Dr. Henderson (Chair), Mr. Best and Dr. Dreismann. This committee’s role and responsibilities are set forth in the Strategic Committee’s written charter and include advising and consulting with senior management on a broad range of strategic initiatives and making recommendations to the Board regarding such opportunities. A copy of the Strategic Committee’s written charter is publicly available on the Investor Relations — Investors—Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

Compensation Committee Interlocks and Insider Participation. Our Compensation Committee currently has three members, Dr. Dreismann (Chair), Dr. Gilbert, and Dr. Henderson. No member of our Compensation Committee has at any time been an employee of ours. None of our executive officers is a member of the Compensation Committee, nor do any of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

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Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations department at (801) 584-3600. However, any stockholders who wish to address questions regarding our business directly with the Board of Directors, or any individual director, should direct his or her questions in writing to the Chairman of the Board or a designated member of the Board at 320 Wakara Way, Salt Lake City, Utah 84108. Communications will be distributed to the Board, to the Nominating and Governance Committee, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

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In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any outside director upon request.

Executive Officers

The following table sets forth the name, age (as of September 1, 2012)2014) and position of each of our current executive officers:

Peter D. Meldrum.Please. Please see biography above under “Management — and Corporate Governance—The Board of Directors.”

T. Craig Benson, President of Myriad RBM, Inc., joined the Company in June 2011 upon our acquisition of Rules-Based Medicine, Inc. (“RBM”). Prior to his current role, Mr. Benson served as President and Secretary of RBM, a member of its board of directors, and Chief Executive Officer from 2002 until June 2011. Mr. Benson has held numerous senior executive positions throughout his career including serving as Chairman of the Board of Directors for Equity Resource Partners, President of the private equity division at Service Corp. International as well as President of its international operations holding company. Mr. Benson has also served on the boards of directors of various publicly held entities, which include Florafax International Inc., Tanknology Environmental, Inc., Equity Corporation International and Pinnacle Global Group, Inc. He currently serves as Founding Director of Beyond Batten Disease Foundation and as Director of Batten Disease Support and Research Association. Mr. Benson received a bachelor of business administration from Southern Methodist University in 1984.

Mark C. Capone, President of Myriad Genetic Laboratories, Inc., a wholly owned subsidiary of Myriad, joined us in October 2002. Mr. Capone initially served as our Vice President of Sales until he was named Chief Operating Officer in February 2006, a position he held until his promotion to President of Myriad Genetic Laboratories, Inc. in March 2010. Prior to joining Myriad, Mr. Capone served 17 years with Eli Lilly and Company, where he held positions as Product Development Manager, Manufacturing Plant Manager, and Area Sales Director. Mr. Capone received his B.S. degree in Chemical Engineering from Penn State University, graduating with highest distinction, his M.S. degree in Chemical Engineering from Massachusetts Institute of Technology, and his M.S. in Management from Massachusetts Institute of Technology.

James S. Evans, Chief Financial Officer and Treasurer, joined us in 1995. Mr. Evans served as Myriad’s Corporate Controller from 1995 until July 2005, when he was named Vice President, Finance, a position he held until November 2007 when he was named Chief Financial Officer. Mr. Evans began his career in the Audit/Attestation division of the international accounting firm of KPMG LLP where he held several positions. He

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worked as the Controller for Genmark, Inc. and Shaperite Concepts, Ltd. prior to joining Myriad. Mr. Evans received B.S. and Master of Accounting degrees from Brigham Young University in 1987 and is a Certified Public Accountant licensed in the State of Utah.

William A. Hagstrom, President of Crescendo Bioscience, Inc., has served in that role since February 2007, and as an executive officer of Myriad since its acquisition of Crescendo Bioscience in February 2014. Mr. Hagstrom has over 25 years of leadership experience in the healthcare industry. Prior to joining Crescendo Bioscience, he was President of Alpha BioPartners, a strategic consulting firm for early-stage biotechnology companies. While at Alpha BioPartners, Mr. Hagstrom co-founded Altheus Therapeutics and Biolytx Pharmaceuticals. Previously, he served as President and CEO of UroCor, a specialty diagnostic services company focused on urological cancers. Mr. Hagstrom has also held a variety of management positions in large, multinational healthcare companies including Becton, Dickinson and Company, American Hospital Supply and Baxter International. He received a BS degree in Business Management from Bob Jones University.

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Robert G. Harrison, Chief Information Officer, joined us in 1996. Mr. Harrison served as Myriad’s Network Administrator from 1996 to 2000. He was then named Director of Information Systems and Technology from 2000 until January 2005. He was then named Vice President of Information Systems and Technology, a position he held until January 2008, when he was named Chief Information Officer. Mr. Harrison began his career in information technology working for several private companies and consulting firms where he held several positions in technical support, sales and management capacities. Mr. Harrison received a B.S. degree in Business Administration with a minor in Computer Science from the University of Utah in 1994.

Jayne B. Hart, Executive Vice President, Human Resources, joined us in May 2011. Ms. Hart brings over twenty years of professional experience in the human resources field. Prior to joining Myriad, Ms. Hart served as VP, Human Resources at LANDesk Software, a global software company from 2005 until May 2011. She has also served previously as VP, Human Resources for 360 networks,360networks, a wholesale telecom company, and at AT&T Wireless, a global telecom company where she began her career.

Gary A. King, Executive Vice President, International Operations, joined us in July 2010. Mr. King has been employed in the life sciences industry for more than 25 years. From June 2008 to June 2010, he was the Chief Executive Officer of AverDx Incorporated, an international biotechnology company that develops novel biomarker diagnostics for critical diseases. From June 2002 to February 2008, he served as Vice President, International Operations at Biosite Incorporated, a developer of diagnostic products and antibody development technologies where he spent six years building and leading all of the company’s commercial activities outside the United States. Mr. King received his B.A. degree in Zoology from Pomona College and a M.B.A. degree from Stanford University.

Jerry S. Lanchbury, Ph.D., Chief Scientific Officer, joined us in September 2002 as Senior Vice President of Research. In July 2005 he was appointed Executive Vice President of Research, a position he held until he was named Chief Scientific Officer in February 2010. Dr. Lanchbury came to us from GKT School of Medicine, King’s College where he had served as Reader in Molecular Immunogenetics and Head of Molecular Immunogenetics Unit since 1997. Dr. Lanchbury earned his Ph.D. from the University of Newcastle upon Tyne and 1^st Class Honours, B.Sc. “Biology of Man & his Environment” degree from the University of Aston.

Richard M. Marsh, Esq.,Executive Vice President, General Counsel and Secretary, joined us in November 2002. Mr. Marsh previously served as Director of Intellectual Property (2001-2002), Acting General Counsel and Secretary (2000-2001), and Director of Commercial Legal Affairs (1998-2000) for Iomega Corporation. Mr. Marsh served as a partner with the law firm of Parsons, Behle & Latimer in Salt Lake City from 1989 to 1998. Mr. Marsh received a LL.M. degree in Taxation from Georgetown University Law Center, a J.D. degree,magna cum laude, from Thomas M. Cooley Law School, and a B.S. degree in Accounting from Brigham Young University, and was formerly a Certified Public Accountant.

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Ralph L. McDade, Ph.D., President of Myriad RBM, Inc., has served in this role since January 2014. Previously he had been serving as Chief Operating Officer of Myriad RBM, which Myriad acquired in May 2011. Dr. McDade was formerly Strategic Development Officer for Myriad RBM and was in that position since the company’s inception in 2002. Prior to joining Myriad RBM, he was Chief Scientific Officer for Luminex Corporation from 1996 to 2002, where he was closely involved with the development of xMAP technology. In addition, during this period Dr. McDade was instrumental in securing technology licensing agreements with over 20 strategic partners. He received his Ph.D. in Microbiology from the University of Texas Southwestern Medical School in 1980. Following post-doctoral training at The University of Connecticut Medical Center in Farmington, he held faculty positions at the Rockefeller University in New York and at Louisiana State University School of Medicine in New Orleans.

Ronald S. Rogers, Executive Vice President of Corporate Communications, joined us in April 2013. Since 2006 Mr. Rogers served as Executive Director of Global Media Relations at Merck & Co., Inc. Previously he worked in communications roles at Johnson & Johnson, Hoechst Marion Roussel Inc., Eli Lilly and Company, GD Searle, and was a business reporter at Chemical & Engineering News. Mr. Rogers received a Master of Science degree in Communications and Bachelor of Science degree in Public Relations/Chemistry from Illinois State University. He is a member of the National Association of Science Writers.

We have Employment Agreements with all of our executive officers. The Employment Agreements for each of our named executive officers are described elsewhere in the proxy statement under the caption “Executive Compensation — Compensation—Narrative Disclosure to Summary Compensation Table and 20122014 Fiscal Year Grants of Plan-Based Awards Table.”

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

Overview

We are a leading molecular diagnostic company, with the goal of providing physicians and their patients with critical information to guide healthcare management. Our goal is to manage our business to maximize the value we provide through our services, making the companyCompany more successful and valuable, and hence maximizing our long-term stockholder value. Our compensation programs are designed to support these goals, with the primary objectives of attracting and retaining executive talent, motivating our executive officers through pay-for-performance metrics to enhance our growth and profitability, and increasing long-term stockholder value.

The threefour principal components of our compensation program for executive officers are are:

We believe these compensation components provide the appropriate balance of short-term and long-term compensation and incentives to our executives to drive our performance, success and long-term growth.

Our compensation program seeks to align compensation with companyCompany performance, and hence reward our executive officers for their contribution to our growth, profitability and increased stockholder value through the recognition of individual leadership, initiatives, achievements and other contributions. For example,Each year our Compensation Committee approves Management Business Objectives (“MBOs”) for each participating executive officer at the beginning of each fiscal year which consist of (i) pre-established financial performance targets for the company based onCompany such as revenues, net income and earnings per share (“EPS”) and net income (“Company Financial MBOs”), and (ii) individual objectives tailored to each executive (“Individual MBOs”). Each executive officer receives the same Company Financial MBOsHowever, beginning in fiscal 2014, we removed EPS as part of their respective MBOs. The Company Financial MBOs represent 50% of the total weighting of each executive officer’s MBOs, and 60%a financial performance target from our incentive compensation plans in the caselight of our President and CEOstock repurchase program and the President of Myriad Genetic Laboratories, Inc.impact that stock buybacks may have on EPS calculations. The Compensation Committee reviews the achievement of these MBOs in determining compensation to be paid to our executive officers. The Compensation Committee believes that the MBOs are based on an appropriate mix of financial performance targets and individual objectives that provide appropriate pay-for-performance metrics to incentivize executive officers to increase our profitability, success and long-term stockholder value. Additionally, to further link our executive officers’ performance with long-term stockholder value, a majority of annual compensation to executive officers is in the form of long-term incentive compensation in the form of stock options.

Fiscal Year 2014 Performance

We believe that our executive compensation pay and philosophy is appropriately rewarding our executive officers for their contribution to our continued growth in revenues, income, EPS and earnings per shareother financial results and hence contributing to the long-term increase in stockholder value. This is evidenced by our recent financial performance where, among other accomplishments as outlined below, we again achieved record financial revenue and operating profit fornet income. For fiscal 2012 with a 23% year over year2014, revenue growthincreased 27% year-over-year to $496 million, and a 14% year over year growth in operating profit to $180.3$778.2 million. Net income grew 11%20% to $176.2 million for fiscal 2014, and adjusted net income, excluding certain non-cash charges, was $189.6 million, an increase of 29% over the same period in the prior year. Diluted EPS was $2.25 for fiscal year to $112.2 million,2014, an increase of 27% over diluted EPS for fiscal 2013, and excluding certain non-cash one-time charges, adjusted diluted earnings per share grew 18%EPS was $2.43, an

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increase of 37% over the same period in the prior year. We also continued generating strong cash flows from operations and in fiscal 2014 generated $190.2 million in operating cash flow. We ended the year with $270.6 million in cash, cash equivalents, and marketable investment securities and plan to $1.30. continue to deploy a balanced approach to capital deployment, including investing for future growth, business development activities and returning cash to stockholders. An explanation of the adjustments to our GAAP financial measures used in this proxy and a reconciliation of the adjusted financial measures to the comparable GAAP financial measures are included in Appendix A to this proxy statement.

Focusing on returning valuecash to our stockholders, overduring fiscal 2014, we repurchased 10.4 million shares of our common stock for $287.7 million at a weighted average price of $27.74 per share. Over the past threefive years we have purchased over $400$834.3 million of companyour common stock under our stock repurchase programs andat a weighted average price of $23.53 per share. With a closing stock price of $38.92 on June 30, 2009,2014, the last day of our fiscal 2014, we madeprovided a significant stock dividend distributionreturn of value to our stockholders through our stock repurchase program. Similarly, in connection with the spin-offfiscal 2014 we experienced a 44.8% annual stockholder return in our stock price from a closing stock price of our pharmaceutical operations (over $200 million in book value of cash and assets). $26.87 on June 30, 2013, to $38.92 on June 30, 2014.

Focusing on our longer-term growth, over the past five years, we have accomplished a 22%21% compound annual growth rate (“CAGR”) for revenues, and 31%a 23.5% increase over our previous five year CAGR for operating income. As shown on the graph below, our stockholder return forrevenues ending in fiscal 2013. Similarly, we achieved a 19% CAGR over the past five years for operating income, an 18.75% increase over our previous five year CAGR for operating income ending in fiscal 2013. Our stockholder return based on our stock price for the past fiscal year is 34%44.8%, compared to a 13%29.5% return for the NASDAQ composite index over the same period.

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In addition to our financial results during fiscal 2012,2014, we also achieved the following:

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Say-on-Pay Results

At our last annual meeting of stockholders in December 2011,2013, we held a stockholder advisory vote on the compensation of our named executive officers.NEOs. This is generally referred to as a “Say-on-Pay” vote. OurWhile our stockholders approved the compensation of our named executive officers,NEOs, with over 84%62% of stockholder votes cast in favor of our Say-on-Pay resolution for fiscal 2011.2013, the approval percentage was below our 91% approval on Say-on Pay from the prior year. Accordingly, we reached out to our stockholders to identify and understand concerns they may have with respect to our executive compensation. Additionally, we held a stockholder advisoryreviewed the comments made by ISS and Glass Lewis with respect to our executive compensation. We note that while Glass Lewis recommended an approval vote on the frequency of holding an advisory vote on the compensation of our named executive officers. Our stockholders overwhelming supported the Board’s recommendation and voted for an annual advisory vote on the compensation of our named executive officers. Taking this stockholder vote into account, the Board determined that we will hold an annual advisory vote on the compensation of our named executive officers. In addition, as we reviewed and evaluated our compensation program during fiscal 2012, we considered the strong support our stockholders expressed for our compensation program, and noted that we have not received any negative comments or criticism from our stockholders regarding our executive compensation, ISS recommended a negative vote, which we believe had a significant negative effect on the approval percentage. Our stockholders raised various concerns and recommendations with respect to our executive compensation program including the following:

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Changes To Our Pay Practices and Philosophy

Our Compensation Committee discussed the concerns expressed by our stockholders, and in response, we are making the following changes to our executive compensation program:

Equity compensation forms an important part of each executive’s total compensation, and is most closely tied to the long-term growth and success of the Company. We have determined to follow our stockholders recommendation to award equity incentive compensation in the form of restricted stock units rather than stock options which will result in a fewer number of shares being issued and will reduce the dilutive impact to our stockholders of equity incentive awards. While there will always be some degree of shareholder dilution that takes place with any equity incentive compensation program, we believe the dilutive impact of our equity incentive compensation program has been appropriately balanced in light of the need to reward our executives for the consistent, year over year growth and success of the Company. For example, part of this balanced approach comes in the form of our management of our stock repurchase program. To date we have repurchased over 35 million shares or 36% of our shares outstanding at the time the repurchase program was instituted at an average price which has returned significant value to our stockholders. Over the past five years we have repurchased more than twice the number of shares represented by stock option awards granted under our equity plans. Hence the dilutive impact of our equity incentive compensation awards has been greatly diminished by our stock repurchase program.

Additionally, for our equity incentive compensation in the form of restricted stock unit grants made to our NEOs, we have added a pre-determined, objective, formula-based, financial performance metric which must be met or no restricted share units will vest. These restricted stock unit grants will then vest ratably over a four year period based on continued employment. We believe that the design of our restricted stock unit awards will not only drive consistent performance but likewise incentivize our NEOs to continue their tenure with the Company and hence have retentive value.

Based on the recommendation of our stockholders, commencing in fiscal 2015, long-term cash incentive compensation under our three-year incentive compensation plan will be determined based on the salary of the

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executive in the initial year of grant of the three-year incentive award. The performance criteria under the three year plan will continue to be based on pre-established, objective, formula-based metrics of revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to be achieved in the third year, with minimum revenue and EBITDA thresholds required to be met in order for any incentive compensation to be paid. While some stockholders questioned having similar performance measures as the annual incentive bonus plan, which uses revenues and net income instead of EBITDA, we believe these financial performance measures are appropriate in order to pay policies. Asincentive compensation based on long-term performance. We believe that revenue and EBITDA are the most common, most appropriate and strongest indicators of the financial and operational success of the Company. Setting performance at targets over a result,three-year period, based on annual double digit growth, provides a strong incentive for our executives to drive the long term performance of the Company to reach these goals.

Although we generally pay salaries and incentive compensation between the 50^th and 75^th percentile; we may at times make compensation awards at or above the 75^th percentile level when we believe it is appropriate to do so to reward executives for record, year over year, growth in revenues, income, cash flows or other financial performance metrics. Similarly, we will continue to target equity incentive compensation at the 75^th percentile, with some executives receiving compensation exceeding those levels based on the Company’s and the individual executive’s performance. We believe targeting equity incentive compensation at a higher threshold appropriately incentivizes management and emphasizes the goal of enhancing long-term stockholder value.

We have also adopted stock ownership guidelines applicable to all of our executive officers and directors. We believe these guidelines demonstrate the commitment of our executives and directors to the Company, and their belief in the long-term profitability and success of the Company. Under these guidelines, our President and CEO is required to own at least three times his annual cash salary in Company stock. Our other executives are required to own at least two times their annual salary in Company stock. Our directors are required to own at least three times their base annual board retainer in Company stock. Since these guidelines were recently adopted, there is a five year phase in period during which an applicable individual may not sell more than 50% of his or her equity holdings in the Company until the ownership threshold is achieved. Vested stock options and unvested restricted stock units do not count towards satisfying these minimum stock ownership guidelines.

Additionally, in connection with ourthe annual review of our executive compensation program and compensation pay components, we determineddecided to retain our general approach of establishing Company Financial MBOs and Individual MBOs for our executive officers. These MBOs provide a means to evaluateassist the Compensation Committee in evaluating the performance of our executive officers and to then reward them through short-short and long-termlong term incentive compensation for the value they deliver to our stockholders as demonstrated by the enhanced growth and profitability of the Company. Additionally, in an effort to continue to improve our pay for performance philosophy and pay practices, we are implementing several changes to further align executive compensation with company performance as described below.

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Changes To Our Pay Practices and Philosophy

We regularly review and evaluate our executive compensation philosophy and program, with the goal of reinforcing our pay-for-performance philosophy. For example, for fiscal 2013,Previously, we adopted subject to stockholder approval atother practices that reflect the 2012 Annual Stockholders Meeting, the 2013 Executive Incentive Plan (the “Incentive Plan”) where 100% of short term incentive cash compensation (annual cash bonus) of selected executive officers is based entirely on pre-established, objective financial performance targets and is subject to a cap. Under the Incentive Plan,high standards the Compensation Committee has the rightseeks to reduce, but not increase, the amount of incentive compensation based on individual performance as the Compensation Committee considers appropriate under the circumstances. Additionally, it is intended that incentive compensation paid under the Incentive Plan will be deductibleattain for tax purposes under section 162(m) of the Internal Revenue Code.

For fiscal 2013, our President and CEO is the only executive officer who has been designated to participate in the Incentive Plan. If the Incentive Plan is approved by our stockholders, our President and CEO’s annual cash bonus for fiscal 2013 will be awarded under the Incentive Plan and will be based on the following formula:

Base Salary´ Target Incentive Bonus Percentage of 100%´ Total Performance Factor.

The Total Performance Factor is based on company revenues, net income and earnings per share and is calculated as follows:

(the Revenue Performance Factor´ .5) + (the Net Income Performance Factor´ 0.25) + (the Earnings Per Share Performance Factor´ 0.25).

The Revenue Performance Factor equals 100%, increased by .75 percentage point for each $1 million in revenue above the designated total revenue goal for fiscal 2013 and decreased by .75 percentage point for each $1 million in revenue below the revenue goal. The Net Income Performance Factor equals 100%, increased by three percentage points for each $1 million in net income above the designated net income goal for fiscal 2013 and decreased by three percentage points for each $1 million in net income below the net income goal. The Earnings Per Share (“EPS”) Performance Factor equals 100%, increased by three percentage points for each $0.01 EPS above the designated basic earnings per share goal for fiscal 2013 and decreased by three percentage points for each $0.01 EPS below the earnings per share goal. However, in no event may the Total Performance Factor exceed 130%.

If our stockholders do not approve the Incentive Plan, then the Compensation Committee will need to establish a new short term incentive compensation program for our President and CEO for fiscal 2013. We believe this change will further enhance our pay for performance philosophy by tying 100% of our President and CEO’s short term incentive compensation to pre-established, objective financial performance targets while retaining discretion by the Compensation Committee to reduce such award when deemed appropriate based on other subjective criteria. In addition, this will facilitate the deduction of executive compensation under section 162(m) of the Internal Revenue Code.

Additionally, we are making the following changes to our compensation philosophy and pay practices:practices, such as:

beginning

we have amended

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Similarly, we have previously adopted other practices which reflect the high standards the Compensation Committee seeks to attain for our compensation philosophy and pay practices. For example:

Fiscal Year 2014 Named Executive Officer Compensation

Finally,Utilizing the composite peer group data provided us in fiscal 2012, we engagedthe Mercer to provide an additional report on long term incentive programs and market trends which Mercer delivered toExecutive Compensation Review, the Compensation Committee in August of this year. In this report, Mercer outlined differentanalyzed, amongst other criteria, the average salary, short-term incentive bonus compensation and long-term incentive plan vehicles,bonus compensation (both cash and equity compensation) for each of our executive officers at the 25^th, 50^th and 75^th percentile ranges. For long-term incentive designs,equity compensation, the Compensation Committee analyzed, amongst other criteria, the average equity compensation, using the Mercer Black-Scholes value of options, for each of our executive officers at the 25^th, 50^th and performance targets, among other information.75^th percentile range from the Mercer also reported on long term incentive plan designs within ourcomposite peer group. The Compensation Committee utilizes this information in reviewingalso analyzed our long-term incentive planequity burn rate, issued equity overhang, total equity overhang and stockholder value transfer. The Compensation Committee also took into account the Company’s stock repurchase program which creates shareholder value but has a negative impact on equity overhang.

The Compensation Committee has approved a pay-for-performance philosophy for the compensation philosophy and in discussing how we can best incentivize and rewardof our executive officers’ performanceofficers which is intended, in general, to provide base salary, bonus and total compensation within the 50^th to 75^th percentile of comparable companies in our industry; however, we may award compensation above the 75^th percentile when deemed appropriate to further promote long-term stockholder value.and achieve the primary objectives of our compensation programs. The comparable group of companies on which we rely to corroborate our determinations are those represented by the peer groups utilized in the Mercer Executive Compensation Review

Fiscal Year 2012 Financial Performance

In fiscal 2012,26

and those which participated in the industry survey reports utilized by Mercer. Within the scope of thispay-for-performance philosophy, we again achieved record financial revenuehave determined the various components of each executive’s compensation package based on various factors, including: the executive’s particular background, training and operating profit. These results were driven by continued strongrelevant work experience; the executive’s role and responsibilities and the compensation paid to similar persons in comparable companies represented in the compensation data that we utilized; the demand for our productsindividuals with the executive’s specific talents and expertise and our ability to leverage our infrastructure to grow revenue.

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Specifically, revenue grew 23% from $402.1 million in fiscal 2011 to $496.0 million in fiscal 2012attract and operating income increased 14% overretain comparable talents; Company Financial MBOs and Individual MBOs; the prior fiscal year to $180.3 million. Net income grew 11% overother expectations of the prior fiscal year to $112.2 million. Similarly, earnings per diluted share were $1.30 for fiscal 2012 compared to $1.10 for fiscal 2011, growing by 18%. We also generated $141.8 million in cash flows from operations in fiscal 2012. With these strong financial results for fiscal 2012, we have continued our double digit compound annual growth rateexecutive for the past five years of 22% for revenuesposition; and 31% for operating income. Additionally, atthe comparison to other executives within our August 2012 earnings call for fiscal 2012,Company having similar skills and experience levels and responsibilities.

Base Salary

Each year we announced fiscal 2013 guidance of continued double digit growth for revenues and diluted earnings per share.

During fiscal 2012, we continued the progressevaluate base salaries as part of our strategic directivesmanagement performance program, and establish each executive’s base salary for the ensuing year. In establishing base salaries, we assess the executive officer’s performance in each of growing our existing tests and markets, expanding our international presence and developing new products. Our lead product, BRACAnalysis, demonstrated solid year-over-year growththe areas in which MBOs were established, the financial performance of 15%, as we increased our penetrationthe Company in the oncologyareas of responsibility of the executive officer, the overall financial performance of the Company, the experience of the executive, the executive’s role and women’s health segments. Colarisresponsibilities and Colaris AP revenues grew 48% year-over-year,particular background, and our other products increased 32%. Our international expansion progressed well duringsignificant accomplishments and contributions of the executive officer. An executive’s base salary is also evaluated together with other components of the executive’s compensation. The fiscal year. Our clinical lab in Munich, Germany is now operational and we have sales respresentatives in Germany, France, Italy, Spain and Switzerland. We increased our research and development expenditures by 54% over the prior fiscal year to $42.6 million, allowing us to continue to develop a strong and diverse pipeline of candidate tests across multiple disease indications. During fiscal 2012, we obtained a three-year exclusive option to acquire Crescendo Biosciences, Inc., an autoimmune and inflammatory disease molecular diagnostic company, and acquired exclusive, world-wide rights to the RAD51C gene for hereditary breast and ovarian cancer.

Even with these investments for future growth, we continue to have a strong cash position and commitment to returning cash to our stockholders. During the year we continued our stock buyback program by repurchasing over $128 million of our common stock. We ended the year with $454 million in cash, cash equivalents, and marketable investment securities and plan to continue to deploy a balanced approach to capital deployment, including investing for future growth, business development activities and returning cash to stockholders.

Based on our performance and accomplishments for fiscal 2012, the Compensation Committee awarded the following compensation to our named executive officers.

Fiscal Year 2012 Named Executive Officer Compensation

Annual Base Salary. We review our annual2014 base salaries against our peer group with a goal to pay salary compensation between the 50^th to 75^th percentiles of compensation paid to similarly situated executive officers within our peer group. For fiscal 2012, the salaries of our named executive officersNEOs, averaged 2%as a group, are 3.6% below the 75^th percentile of our peer group as reported in the Mercer Report (discussed below). ForExecutive Compensation Review.

Based on our financial performance for fiscal 2013,2014, including our evaluation of the corporate developments, accomplishments and events that occurred during fiscal 2014, and an assessment of each executive officer’s performance of MBOs for fiscal 2014, we increased executivethe base salaries for our named executive officers by 4.0% to 4.4%, except for the salary of Mr. Capone which we increased by 9% in recognition of his contributionsNEOs for fiscal 2012 and responsibilities for overseeing the growth of Myriad Genetic Laboratories, Inc. 2015 as set forth below.

We believe the salary increases were appropriate based on the performance and accomplishments of the companyCompany as a whole and the achievement by the named executive officersour NEOs of their MBOs established for fiscal 2012.2014. Accordingly, we believe that our salaries are appropriately set to attract and retain key talent necessary to support the continued growth of the company.Company. Except as noted above, the salary increases for our named executive officersNEOs for fiscal 20132015 are consistent with the 4%3.5% salary increase authorized by our Board for all companyCompany employees for fiscal 2013.2015.

Short-TermAnnual Cash Incentive Awards. Bonus

The cash incentive bonus amount is determined annually as part of our management performance program. As a part of this review, we assess the executive officer’s performance in each of the areas in which MBOs were established, our financial performance in the areas of responsibility of the executive officer, our overall financial performance and other significant accomplishments and contributions of the executive officer.

For purposes of determining the short-termannual cash incentive bonuses for our executive officers for fiscal 2012,2014, other than our President and CEO and our President of MGL who have been issued their bonuses pursuant to our

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2013 Executive Incentive Plan (the “Section 162(m) Incentive Plan”), the Compensation Committee again utilized a formulaic approach, based on a target incentive bonus as a percentage of base salary, Company performance and the achievement of MBOs and company performance.MBOs. The target incentive bonus as a percentage of base salary for each executive officer ranges from 40%45% to 100%55% depending on the responsibilities and experience of the executive officer, and is based on the target incentive bonus percentagespercentage from our peer group for each of the individual executive officers. The annual cash incentive bonus amount for each executive officer was then determined based on the following formula: annual base salary of the

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executive officer times (a) the executive officer’s applicable target incentive bonus percentage, as adjusted by the Compensation Committee based on companyCompany performance, by a factor of up to 30%, and times (b) the executive officer’s performance goals score (up to 100%—based on degree of accomplishment of Individual MBOs as determined by the Compensation Committee). The annual cash bonus amount is capped, and, as a percentage, can never exceed 130% of the executive officer’s applicable target incentive bonus percentage.

ForWe set pre-established financial performance targets based on our revenues and net income for our annual cash incentive bonus awards for fiscal 2012,2014, and we achieved $496$778 million in revenues and net income of $112.2 million and diluted earnings per share of $1.30.$176 million. Based on these financial results, compared to the pre-established targets, the Compensation Committee determined that the Company Financial MBOs applicable to each executive officer had been met and surpassed. Each executive officer was then scored on his or her Individual MBOs as detailed below. Based on the accomplishment of these MBOs, our President and CEO received a total performance score of 100%below under “Named Executive Officer Performance for Fiscal 2014”. The MBO performance scores for the remaining executive officer group ranged from 97%87% to 100%. Finally, in light of the accomplishments for the company duringCompany for fiscal 20122014 for revenues, operating income, net income, free cash flow, stock repurchases and commercialized products and pipeline, as well as other accomplishments, including the acquisition of Crescendo, for purposes of calculating the executive officers’ annual cash incentive bonus, the Compensation Committee increased the target bonus percentage by 20%30% for our President and CEO and all executive officers. Accordingly, the Compensation Committee determined the annual cash incentive bonuses for our NEOs for fiscal 2014 as set forth in the chart below. We believe this short-term cash incentive bonus compensation is appropriate forbased on the performance of the executive officer group for fiscal 2012.2014.

For our President and CEO and President of MGL, the Compensation Committee approved pre-determined, objective, formula-based financial performance metrics, along with the achievement of Individual MBOs which cannot increase but may only reduce the executive officer’s cash incentive bonus. The annual cash incentive bonus for our President and CEO and President of MGL was granted under our Section 162(m) Incentive Plan, which is a plan that permits qualifying executive compensation to be deducted for federal income tax purposes under Section 162(m). Based on the responsibilities and experience of our President and CEO and our President of MGL, and based on the target incentive bonus percentages from our peer group for presidents and chief executive officers and subsidiary presidents, the Compensation Committee set the target incentive bonus as a percentage of base salary at 100% for our President and CEO and 75% for our President of MGL. Accordingly, our President and CEO’s and President of MGL’s cash incentive bonus for fiscal 2014 were determined based on the following formula:

Base Salary x Target Incentive Bonus Percentage (100% or 75%, as applicable) x Total Performance Factor.

The Total Performance Factor was based on fiscal 2014 Company revenues and net income and is calculated as follows:

(the Revenue Performance Factor x 0.50) + (the Net Income Performance Factor x 0.50).

The Revenue Performance Factor equals 100%, increased by .75 percentage point for each $1 million in revenue above the designated total revenue target for fiscal 2014 and decreased by .75 percentage point for each $1 million in revenue below the revenue target. The Net Income Performance Factor equals 100%, increased by three percentage points for each $1 million in net income above the designated net income target for fiscal 2014 and decreased by three percentage points for each $1 million in net income below the net income target.

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However, as set forth in the Section 162(m) Incentive Plan in no event may the Total Performance Factor exceed 130% and there is a separate cap on the total amount that can be paid. The Compensation Committee has the discretion to reduce the amount payable based on the accomplishment of the Individual MBOs or for any other reason in the discretion of the Compensation Committee but it may not increase the amount of the award.

Based on our financial results of 27% year-over-year revenue growth and 20% year-over-year net income growth for fiscal 2014, the Compensation Committee determined that Mr. Meldrum and Mr. Capone had accomplished and surpassed all of the fiscal 2014 performance targets set for them under the Section 162(m) Incentive Plan. Specifically, Mr. Meldrum and Mr. Capone achieved a Revenue Performance Factor of 173.5% and a Net Income Performance Factor of 163%, for a Total Performance Factor of 168%. However, as set forth in the Section 162(m) Incentive Plan, in no event may the Total Performance Factor exceed 130%, so Mr. Meldrum and Mr. Capone were capped at 130%. In addition, based on the achievement of Mr. Meldrum’s and Mr. Capone’s Individual MBOs, the Compensation Committee did not reduce the amount payable to Mr. Meldrum or Mr. Capone. Accordingly, the Compensation Committee determined the cash incentive bonuses for Mr. Meldrum and Mr. Capone for fiscal 2014 as set forth in the chart below.

The Compensation Committee believed the financial performance targets for our cash incentive bonuses for our NEOs to be challenging, without any guarantee that the performance targets could be accomplished, in light of growing operational, reimbursement and competitive factors which could have adversely affected the Company’s financial performance. Thus, the performance targets were set at a level that, if obtained, the Company would have accomplished continued strong financial performance.

Stock option and/or restricted stock unit awards are made once a year at our Compensation Committee meeting held in connection with the 75^th percentileBoard of long-termDirector meetings generally in September. The Board customarily determines the dates of its meetings for the ensuing year at a meeting of the Board in the preceding year. Thus, the dates on which equity compensation providedis granted are set well in advance. The Compensation Committee does not time the grant of equity compensation with respect to the release of material non-public information, whether or not that information may favorably or unfavorably impact the price of our common stock. Stock option and restricted stock unit awards for the executive officers, including our President and CEO, are approved by the Compensation Committee. Stock option awards are granted at an exercise price equal to the closing price of our peer group. common stock on the date of grant, and vest in equal annual installments over a four-year period.

Based on the Mercer Report (discussed below),Executive Compensation Review, which calculated market annual guidelines at the 50th and 75th percentile, the long-term incentive value of the annual stock option grant awards made inon September 2011 and March 201217, 2013 to our President and CEO was 19%5% below the 75^th75th percentile; to our President of MGL was 18% below the 50th percentile from ourutilizing the comparative peer group of our President and CEOs,CEO which we believe is a more representative peer group given the scope and magnitude of responsibilities for our named executive officers as a group averaged 5%President of MGL;

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and to our other NEOs ranged from 10% below to 24% above the 75^th75th percentile of the long-term equity compensation data. The long-term incentive value of the annual stock option grant awards made to the NEOs in fiscal 2014 are reported in the table for 2014 Fiscal Year Grants of Plan Based Awards and was determined in accordance with ASC Topic 718, utilizing the Black Scholes value for options. We felt these awards appropriate based on the comparative long-term peer group compensation data from the Mercer Executive Compensation Review, given the Company’s performance relative to its peers, the individual accomplishments of our NEOs during fiscal 2013, including our President and CEO, relative to their MBOs and to continue to place an increased weighting of compensation on long term compensation reported for our peer group.equity compensation. We also believe our long-term incentive compensation isthese option awards were appropriate based on the Company’s continued, and reflects the long-term performance of the executive officers as indicated by our financialincreased, double digit compound annual growth rate (CAGR) in revenues and operational performance for fiscal 2012 andoperating income over the past five years. The chart below shows our consistent, double-digit compound annual growth rate in revenueyears, and operating income fortotal stockholder return over the past five years:fiscal year. Thus, these option awards appropriately reward our executives for their consistent past performance, and incentivize our executives to work hard to continue to deliver similar performance and to remain employed at the Company.

Compensation Objectives

The primary objectives of our Compensation Committee in establishing and maintaining our executive compensation programs are to:

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The specific directives of the Compensation Committee are to provide appropriate short and long-term compensation and incentives, in the form of cash and equity, that motivate and reward the accomplishment of individual and corporate objectives and which align executive officer compensation with the creation of stockholder value. To achieve these objectives, the Compensation Committee has adopted and implementsimplemented a compensation plan that bases our executive officers’ compensation on a variety of factors set forth in MBOs.

Formulating and Setting Executive Compensation

The Compensation Committee is responsible for formulating, evaluating and approving the compensation, including the award of equity compensation, for our executive officers, including our President and CEO. The Compensation Committee also assists the full Board in establishing appropriate incentive compensation and equity-based plans generally for all employees and is responsible for administering these plans.

The Compensation Committee retained Mercer for the purpose of updating our peer group of companies, and to provide competitive market data on the salary, short-term incentive compensation and long-term incentive compensation of executive officers at comparable companies within our industry. Mercer was also engaged to provide the Compensation Committee an analysis of, and recommendations for, annual salary compensation for fiscal 2013, short-term incentive compensation for fiscal 2012 and long-term incentive compensation for fiscal 2013 for the President and CEO and other executive officers of the Company (the “Mercer Report”).

As a basis for the source market data for the Mercer Report, Mercer utilized compensation data from the following group of 15 peer companies:

In addition, Mercer gathered competitive market data from the 2011/2012 Mercer US Global Premium Executive Remuneration Suite and the 2011 Radford Global Life Sciences Survey. To determine competitive market compensation, the life sciences survey data was equally blended with the compensation data from the Mercer determined peer group set forth above. Compensation data for the peer group was collected from available proxy-disclosed data. This information was gathered and analyzed for the 25th, 50th and 75th percentiles for annual salary, short-term incentive pay elements and long-term incentive pay elements. Where possible, our executive officers were matched to appropriate proxy and survey positions based on job content and level of responsibility.

We believe that the compensation information obtained from the Mercer Report provides us appropriate compensation data and benchmarks, as it is derived from companies which are in our industry, share similar corporate structures, and have similar factors such as number of employees, market value, revenues, net income, and product pipeline.

Utilizing the composite peer group data provided us in the Mercer Report, the Compensation Committee analyzed, amongst other criteria, the average salary, short-term incentive bonus compensation and long-term incentive bonus compensation for each of our executive officers at the 25^th, 50^th and 75^th percentile ranges. For long-term incentive compensation, we analyzed, amongst other criteria, the average equity compensation, using the Black

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Scholes value of options, for each of our executive officers at the 25^th, 50^th and 75^th percentile range from the Mercer composite peer group. We also analyzed our equity burn rate, issued equity overhang, total equity overhang and stockholder value transfer.

The Compensation Committee has approved a pay-for-performance philosophy for the compensation of our executive officers which is intended, in general, to provide base salary, bonus and total compensation within the 50^th to 75^th percentile of comparable companies in our industry; however, we may award compensation above the 75^th percentile when deemed appropriate to further promote and achieve the primary objectives of our compensation programs. The comparable group of companies on which we rely to corroborate our determinations are those represented by the peer groups utilized in the Mercer Report and those which participated in the industry survey reports utilized by Mercer. Within the scope of this pay-for-performance philosophy, we have determined the various components of each executive’s compensation package based on various factors, including: the executive’s particular background, training and relevant work experience; the executive’s role and responsibilities and the compensation paid to similar persons in comparable companies represented in the compensation data that we utilized; the demand for individuals with the executive’s specific talents and expertise and our ability to attract and retain comparable talents; Company Financial MBOs and Individual MBOs; the other expectations of the executive for the position; and the comparison to other executives within our company having similar skills and experience levels and responsibilities.

Establishment and Use of Management Business Objectives

The Compensation Committee has implemented an annual management performance program for the purpose of establishing annual performance objectives for our executive officers to align their performance with the overall goals and objectives for the Company. This process commences in the fourth quarter of each fiscal year as each executive officer meets with our President and CEO to establish annual MBOs for the ensuing fiscal year. After review and discussion, our President and CEO finalizes the executive officer’s MBOs for the ensuing fiscal year. Similarly, our President and CEO meets with the Compensation Committee at the end of each fiscal year to establish his MBOs for the ensuing fiscal year which, after review and discussion, are finalized by the Compensation Committee. During the fiscal year, additional MBOs may be established and assigned to an executive officer, including our President and CEO. All executive officer MBOs are reported to the independent members of the Board of Directors.

At the end of the ensuing fiscal year, each executive officer’s performance for the fiscal year is reviewed, including an assessment by management and the Compensation Committee of the achievement of each executive officer’s respective MBOs. At this time, our President and CEO calculates and recommends to the Compensation Committee an annual cash incentive bonus amount and salary adjustment for the executive officers, other than himself. The Compensation Committee, after further review and discussion with our President and CEO, then determines the annual cash incentive bonus for the concluding fiscal year and base salary amount for the ensuing fiscal year for the executive officers, other than our President and CEO. In the case of our President and CEO, the

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Compensation Committee reviews and discusses with the President and CEO the accomplishment of his MBOs for the fiscal year. The Compensation Committee then makes its review and determinations of our President and CEO’s salary and annual cash incentive compensation without any recommendations from our President and CEO, who is not present in any portions of the meetings of the Compensation Committee where his compensation is reviewed,calculated, discussed and approved. Additionally, the Compensation Committee reviews the achievement of each executive officer’s MBOs as it determines the awarding of long-termequity incentive compensation in the form of stock options.compensation. The annual cash incentive bonus amount, salary adjustments, and long-term incentive compensation for the executive officers are reported to the independent members of the Board of Directors.

The MBOs for each executive officer for each fiscal year consist of (i) pre-established financial performance targets for the companyCompany which for fiscal 2014 were based on revenues and net income, and earnings per share (Company Financial MBOs), and (ii) individual objectives tailored to each executive (Individual MBOs).executive. Each executive officer receives the same Company Financial MBOs as part of their respective MBOs. The Company Financial MBOs represents 50% of the total weighting of each executive officer’s MBOs,MBOs. While our President and 60% inCEO’s and President of MGL’s short-term incentive compensation is awarded under our Section 162(m) Incentive Plan, based 100% on the case ofpre-determined financial metrics, our President and CEO and theour President of Myriad Genetic Laboratories, Inc.MGL are still given Individual MBOs for individual objectives which the Compensation Committee takes into consideration in determining whether their short-term cash incentive compensation is to be reduced and in determining other compensation awarded to our President and CEO and our President of MGL. From time to time, other executive officers’ incentive compensation may be awarded and administered under the Section 162(m) Incentive Plan.

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The MBOs for our named executive officersNEOs for fiscal year 20122014 were as follows:

Peter D. Meldrum, President and CEO—manage the companyCompany to achieve designated financial targets for total revenues and net income and earnings per share for fiscal 2012;2014; manage the successful integrationlaunch and commercial introduction of Myriad RBM, Inc. and achieve the designated financial target for revenues for Myriad RBM, Inc.; manage the establishment of international commercial operations and achieve the designated financial target for international revenues;our myRisk Hereditary Cancer test; and identify and submit to the Strategy Committee strategic acquisition opportunities for expansion and diversification of the Company’s products, technologies and businesses.

Mark C. Capone, President, Myriad Genetic Laboratories, Inc.—manage the companyCompany and Myriad Genetic Laboratories, Inc. (“MGL”)MGL to achieve designated financial targets for total revenues and net income and earnings per share for fiscal 2012; obtain satisfactory reimbursement2014; manage the successful launch and commercial introduction of our myRisk Hereditary Cancer test, myPath Melanoma test and myPlan Lung Cancer test; and accomplish specified revenue goals for the Company’s products; continue progress towards designated product launches; and support the establishment of European laboratory operations and implement business unit reorganization strategy.our Prolaris test.

James S. Evans, Chief Financial Officer and Treasurer—manage the companyCompany to achieve designated financial targets for total revenues and net income and earnings per share for fiscal 2012;2014; favorably manage communications with research analysts on financial reporting expectations; obtain at least two upgrades by research analysts; work with stockholdersstockholders; and industry review organizations to support proposed annual increaseincreases in authorized shares for our equity plans; and integrate Myriad RBM, Inc’s accounting, payroll and purchasing systems into the corporate financial reporting infrastructure.plans.

Jerry S. Lanchbury, Ph.D., Chief Scientific Officer—manage the companyCompany to achieve designated financial targets for total revenues and net income and earnings per share for fiscal 2012;2014; develop and complete validation of candidate product and prepare productour myPath Lung Cancer test, including acceptance of supportive publications in peer-reviewed journals for key opinion leader (“KOL”) launch; develop and validate myChoice HRD test, including acceptance of supportive publications in peer-reviewed journals for KOL launch; and conductdevelop and complete designated clinical studies to support product introductions and publish clinical study data and results in peer-review journals.validate a renal cell carcinoma test.

Richard M. Marsh, Executive Vice President, General Counsel and Secretary—manage the companyCompany to achieve designated financial targets for total revenues and net income and earnings per share for fiscal 2012;2014; develop and implement a strategyprosecute intellectual property rights surrounding the Company’s new product launches and pipeline; and oversee the Company’s procedures and controls for increased protectionregulatory compliance including the Foreign Corrupt Practices Act in light of the company’s proprietary information; continuedCompany’s expanded international operations.

Named Executive Officer Performance for Fiscal 2014

President and CEO. Based on our financial results for fiscal 2014, the Compensation Committee determined that Mr. Meldrum had accomplished and surpassed all of the financial performance targets set for him under the

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Section 162(m) Incentive Plan for fiscal 2014. The Compensation Committee also determined that Mr. Meldrum had accomplished all of his Individual MBOs based on the successful launch of our myRisk Hereditary Cancer test, including record revenue growth in the fourth quarter of fiscal 2014 for the myRisk test of $27.3 million (an 88% increase over the prior quarter); the launch of our myPath Lung Cancer test and myPlan Melanoma test; the acquisition of Crescendo, with the addition of Vectra DA to the Company’s suite of molecular diagnostic products; and overall management of pending intellectual property litigation;the Company.

Other Named Executive Officers. The Compensation Committee determined that the other NEOs had also accomplished and developsurpassed the Company Financial MBOs, and implement intellectual property strategieshad substantially accomplished their respective remaining Individual MBOs based on:

Role of Management in Our Compensation Program

Our management, including our President and CEO, supports the Compensation Committee, attends portions of its meetings upon request, and performs various administrative functions at its request. Our President and CEO provides input to the Compensation Committee on the effectiveness of our compensation program and makes specific recommendations as to the base salary amounts, annual cash incentive bonus amounts, long-term cash incentive bonus awards and stock option grantsequity incentive awards for the executive officers, other than for himself. At the end of each fiscal year, our President and CEO evaluates the annual performance of each of our executive officers, including an assessment of the accomplishment of each executive officer’s MBOs, and submits his calculations and recommendations to the Compensation Committee which then determines an annual cash incentive bonus amount for the concluding fiscal year, the base salary amount for the ensuing fiscal year and long term equity incentive compensation for each of the executive officers. Except for our President and CEO, no executive officer is present when the Compensation Committee discusses and determines the salary and bonus amounts and equity compensation to be awarded to the executive officers. Our President and CEO is excused from all meetings, and is not present, where matters pertaining to his compensation are discusseddetermined and approved by the Compensation Committee.

At the end of each fiscal year, our President and CEO evaluates the annual performance of each of our executive officers, including an assessment of the accomplishment of each executive officer’s MBOs, and submits his recommendations to the Compensation Committee which then determines an annual cash incentive bonus amount for the concluding fiscal year and the base salary amount for the ensuing fiscal year for each of the executive officers. Historically, in September and February of each fiscal year, our President and CEO has made recommendations to the Compensation Committee for stock option awards based on the performance of the

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executive officers to date, including progress on accomplishing MBOs. However, beginning in fiscal 2013, stock option awards will only be made once a year in connection with the Compensation Committee’s September meeting based on the value of long-term incentive compensation as reported in the Mercer Report for our peer group for each executive officer, the accomplishment of each executive officer’s MBOs, and overall company performance. The amounts of annual salaries, annual bonuses and equity grants for the executive officers are determined within the discretion of the Compensation Committee.

In the case of our President and CEO, his individual performance is reviewed and evaluated by the Compensation Committee at the end of each fiscal year with respect to his annual cash incentive bonus amount for the concluding fiscal year and base salary for the ensuing fiscal year, and in September and February of each year with respect to stock option awards. However, beginning in fiscal 2013, stock option awards will only be done once a year in connection with the Board’s September meeting. With respect to the compensation of our President and CEO, the Compensation Committee is responsible for (i) reviewing and approving his MBOs, (ii) evaluating his performance in light of his MBOs, and (iii) determining and approving his compensation, including the award of equity compensation, based on this evaluation and based on the compensation data for President and CEO positions within our peer group as reported in the Mercer Report.

Elements of our Compensation Program and Annual Performance Evaluations

The compensation program for our executive officers consists principally of base salary, an annual cash incentive bonus, long-term compensation in the form of stock options, and certain severance benefits. We believe that these elements of our compensation strike an appropriate balance to incentivize and reward our executive officers for ongoing, short-term and long-term performance. An annual base salary provides the foundation of our compensation program and ensures that the executive officer is being paid ongoing compensation which allows us to attract and retain high-quality talent. The annual cash incentive bonus forms an important part of our compensation strategy by providing an incentive to reward short-term performance as measured by company performance and accomplishment of MBOs. Stock option awards also form an important part of our compensation strategy. These equity grants reward our executive officers for the long-term performance of Myriad, and help to ensure that our executive officers have a stake in our long-term success by providing an incentive to improve our overall growth and value as measured by our stock price. This aligns the executive officer’s interests with stockholders’ long-term interests. In 2005, we entered into retention agreements with each of our named executive officers (2006 in the case of Mr. Capone) to provide certain severance and termination benefits following a change in control to ensure our named executive officers are motivated to stay with us during periods of uncertainty.

The Compensation Committee, in collaboration with management, attempts to develop an overall compensation program that incentivizes the executive officers to achieve their objectives without encouraging them to take excessive risks to the business. We believe this is accomplished through the balance of the various elements of our compensation program, including the establishment of annual MBOs for each of the executive officers to appropriately guide their performance objectives, and pre-set limits on short-term incentive compensation in the form of annual cash bonuses.

Base Salary

Base salaries for executive officers are based on various factors, including the scope of their role and responsibilities and their particular background, training and relevant work experience, taking into account the compensation paid to similar positions in comparable companies represented in the compensation data that we utilized, and also considering the demand for individuals with the executives’ specific talents and expertise and our ability to attract and retain comparable talents. We believe that the base salaries for our executive officers should generally be in the 50^th to 75^th percentile range of salaries for executives in similar positions and with similar responsibilities in comparable companies in our industry as represented in the compensation data we utilized; however, when deemed appropriate, we may set base salaries above the 75^th percentile to further

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promote and achieve the primary objectives of our compensation programs. An executive’s base salary is also evaluated together with other components of the executive’s compensation to ensure that the executive’s total compensation is in line with our overall compensation philosophy.

Each year we evaluate base salaries as part of our management performance program, and establish each executive’s base salary for the ensuing year. In establishing base salaries, we assess the executive officer’s performance in each of the areas in which MBOs were established, the financial performance of Myriad in the areas of responsibility of the executive officer, the overall financial performance of Myriad and other significant accomplishments and contributions of the executive officer. We also review and determine if there are any significant differences in the compensation of an executive officer compared to the compensation paid to executives in similar positions with comparable companies in our industry as represented in the compensation data we utilize. We adjust annual base salaries if we deem such an adjustment is warranted based on the performance and contribution of the executive officer, differences in comparable market salaries, changes in the scope of responsibilities of the executive officer, or internal pay inequities.

The fiscal 2012 base salary of Mr. Meldrum falls 1% above the 75^th percentile and the fiscal 2012 salaries for each of our other named executive officers fall below the 75^th percentile of comparable base salary compensation as reported in the Mercer Report. Based on the foregoing, including our evaluation of the corporate developments, accomplishments and events that occurred during fiscal 2012 and an assessment of each executive officer’s performance of MBOs for fiscal 2012, we increased the base salaries for our named executive officers for fiscal 2013 as set forth below.

Annual Cash Incentive Bonus

An important part of our compensation program for our executive officers is an annual performance-based cash incentive bonus. This practice is designed to enable us to attract and retain executive level talent, as well as to provide variable compensation to incentivize and reward executives for ongoing performance which provides a contemporaneous benefit to our overall operations and successes. The cash incentive bonus amount is determined annually as part of our management performance program. As a part of this review, we assess the executive officer’s performance in each of the areas in which MBOs were established, our financial performance in the areas of responsibility of the executive officer, our overall financial performance and other significant accomplishments and contributions of the executive officer. We also review and determine if there are any significant differences in the annual bonus of an executive officer compared to bonuses paid to executives in similar positions with comparable companies in our industry as represented in the compensation data we utilized. We change the cash incentive bonuses paid to our executive officers if we deem such an adjustment is warranted based on the performance and contribution of the executive officer, differences in comparable market data, significant accomplishments for the year, changes in the scope of responsibilities of the executive officer, or internal pay inequities. Any adjustments to the annual cash incentive bonus paid are determined at the discretion of the Compensation Committee.

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For purposes of determining the cash incentive bonuses for our executive officers for fiscal 2012, the Compensation Committee utilized a formulaic approach, based on a target incentive bonus as a percentage of base salary, company performance and the achievement of MBOs. Utilizing the compensation data from our peer group from the Mercer Report, the Compensation Committee established a target incentive bonus as a percentage of base salary for each executive officer. The cash incentive bonus amount for each executive officer was then determined based on the following formula: annual base salary of the executive officer times (a) the executive officer’s applicable target incentive bonus percentage, as adjusted by the Compensation Committee based on company performance by a factor of up to 30%, and times (b) the executive officer’s performance goals score (up to 100% — based on degree of accomplishment of MBOs as determined by the Compensation Committee). Hence, the annual cash bonus amount is capped, and, as a percentage, can never exceed 130% of the executive officer’s applicable target incentive bonus percentage.

Based on the Compensation Committee’s evaluation of company performance, including the record results in revenue and net income, improvements in earnings per share, intellectual property acquisitions, stock repurchases, and cash position, increase in stockholder value, among other accomplishments, the Compensation Committee increased the target incentive bonus percentages to 20% for purposes of determining incentive bonuses for fiscal 2012, including the target incentive bonus percentage for the President and CEO. With respect to the scoring of each individual executive officer’s MBOs, as all executive officers had the same Company Financial MBOs, all executive officers’ performance scores for financial targets were scored by a factor of 100% based on the accomplishment of the financial goals for fiscal 2012 as further described in more detail below. Accordingly, based on the foregoing formula, and including our assessment of each executive officer’s performance of Individual MBOs for fiscal 2012, as discussed below, we determined the following cash incentive bonuses for our named executive officers for fiscal 2012:

For fiscal 2013, except for our President and CEO, the Compensation Committee has decided to utilize the same formulaic approach for determining the annual cash incentive bonus for executive officers as used for fiscal 2012. In the case of our President and CEO, his fiscal 2013 annual cash incentive bonus will be awarded pursuant to the 2013 Incentive Plan, if approved by the stockholders, as described above. Accordingly, the Compensation Committee established the following target incentive bonus percentages for our named executive officers, other than our President and CEO, which will be used in determining annual cash incentive bonus amounts for fiscal 2013 performance. These are unchanged from the targets established for fiscal 2012, except in the case of Mr. Capone, whose target incentive bonus percentage was increased from 70% to 75%, reflective of his role and responsibilities as President of Myriad Genetic Laboratories, Inc.

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Named Executive Officer Performance for Fiscal 2012

The salary adjustments for fiscal 2013 and cash incentive bonuses for fiscal 2012 were awarded to our named executive officers after determining the level to which each individual officer satisfied his annual MBOs for fiscal 2012 and in light of his relative contribution to the overall success and accomplishments of the company, as described below with respect to each named executive officer. We also determined these amounts to maintain, in general, parity with the 50^th to 75^th percentile of salary and incentive bonus reflected in the compensation data we utilized from the Mercer Report. For example, based on the Mercer Report, the total direct compensation (salary, annual bonus and long-term incentive compensation) awarded to our named executive officers in fiscal 2012 averaged 16% below the 75^th percentile. However, two of our named executive officers received total direct compensation above the 75^th percentile for fiscal 2012. As detailed below, we believe this was appropriate in light of our strong financial performance for fiscal 2012, the responsibilities of the individual executive officers and their contribution to the success and accomplishments of the company for fiscal 2012.

President and CEO. Based on our financial results for fiscal 2012, as discussed in the Executive Summary above, the Compensation Committee determined that Mr. Meldrum had accomplished and surpassed all of the Company Financial MBOs, and gave him a performance score of 100% for his financial performance targets, which represented 60% of his total MBOs. The Compensation Committee also determined that Mr. Meldrum had accomplished all of his Individual MBOs in light of the successful integration of Myriad RBM, Inc. and its revenues for fiscal 2012; the progress of our international operations, including the opening of our clinical laboratory in Germany and sales offices in Europe; work with the Strategic Committee in identifying and considering various strategic opportunities, including the acquisition of an option to acquire Crescendo BioSciences, Inc., and licensing the exclusive, world-wide rights to the RAD51C gene for genetic predisposition risk; and completion of $128 million in stock repurchases. The Compensation Committee determined a performance goal score of 100% for Mr. Meldrum’s Individual MBOs, which represented 40% of his total MBOs. Based on Mr. Meldrum’s performance and positive contribution to the Company, Mr. Meldrum’s combined performance goal score for all MBOs was 100%.

Based on the Mercer Report, Mr. Meldrum’s fiscal 2012 salary was 1% above the 75^th percentile of the reported survey compensation data for his position. Based on his performance goal score of 100%, and the comparable compensation data provided by the Mercer Report, Mr. Meldrum’s base salary for fiscal 2013 was increased by 4.4% to $955,000. Mr. Meldrum’s fiscal 2012 cash incentive bonus was $1,100,000 based on his performance goal score of 100% times his target bonus percentage of 100%, which was adjusted 20% upwards to 120% by the Compensation Committee. The increase in Mr. Meldrum’s fiscal 2012 cash incentive bonus was reflective of the accomplishment of his MBOs and the company’s strong financial and other accomplishments during fiscal 2012. As a result, Mr. Meldrum’s total fiscal 2012 cash compensation (fiscal 2012 salary and cash incentive bonus) was between the 50^th and 75^th percentile of the reported survey compensation data.

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Other Named Executive Officers. The Compensation Committee determined that the other named executive officers had also accomplished and surpassed the Company Financial MBOs, and had substantially accomplished their respective remaining Individual MBOs based on:

Based on the Mercer Report, Mr. Capone’s fiscal 2012 salary was between the 50^th and 75^th percentile of the reported survey compensation data for his position. Based on Mr. Capone’s performance and positive contribution to the company, Mr. Capone received an MBO performance goal score of 100%, and his base salary for fiscal 2013 was increased by 9% to $545,000. Mr. Capone’s fiscal 2012 cash incentive bonus was $420,000 based on his performance goal score of 100% times his target bonus percentage of 70% which was adjusted 20% upwards to 84% by the Compensation Committee. The increase in Mr. Capone’s fiscal 2012 cash incentive bonus was reflective of the accomplishment of his MBOs and the Company’s accomplishments during fiscal year 2012. As a result, Mr. Capone’s total fiscal 2012 cash compensation (fiscal 2012 salary and cash incentive bonus) was between the 50^th and 75^th percentile of the reported survey compensation data.

Based on the Mercer Report, Mr. Evans’ fiscal 2012 salary was between the 50^th and 75^th percentile of the reported survey compensation data for his position. Based on Mr. Evans’ performance and positive contribution to the company, Mr. Evans received an MBO performance goal score of 100%, and his base salary for fiscal 2013 was increased by 4.1% to $458,000. Mr. Evans’ fiscal 2012 cash incentive bonus was $290,000 based on his performance goal score of 100% times his target bonus percentage of 55% which was adjusted 20% upwards to 66% by the Compensation Committee. The increase in Mr. Evans’ fiscal 2012 cash incentive bonus was reflective of the accomplishment of his MBOs and the Company’s accomplishments during fiscal year 2012. As a result, Mr. Evans’ total fiscal 2012 cash compensation (fiscal 2012 salary and cash incentive bonus) was between the 50^th and 75^th percentile of the reported survey compensation data.

Based on the Mercer Report, Dr. Lanchbury’s fiscal 2012 salary was between the 50^th and 75^th percentile of the reported survey compensation data for his position. Based on Dr. Lanchbury’s performance and positive contribution to the company, Dr. Lanchbury received an MBO performance goal score of 97%, and his base salary for fiscal 2013 was increased by 4% to $437,000. Dr. Lanchbury’s fiscal 2012 cash incentive bonus was $244,000 based on his performance goal score of 97% times his target bonus percentage of 50% which was adjusted 20% upwards to 60% by the Compensation Committee. The increase in Dr. Lanchbury’s fiscal 2012 cash incentive bonus was reflective of the accomplishment of his MBOs and the Company’s accomplishments

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during fiscal year 2012. As a result, Dr. Lanchbury’s total fiscal 2012 cash compensation (fiscal 2012 salary and cash incentive bonus) was between the 50^th and the 75^th percentile of the reported survey compensation data.

Based on the Mercer Report, Mr. Marsh’s fiscal 2012 salary was between the 50^th and 75^th percentile of the reported survey compensation data for his position. Based on Mr. Marsh’s performance and positive contribution to the company, Mr. Marsh received an MBO performance goal score of 98%, and his base salary for fiscal 2013 was increased by 4% to $442,000. Mr. Marsh’s fiscal 2012 cash incentive bonus was $250,000 based on his performance goal score of 98% times his target bonus percentage of 50% which was adjusted 20% upwards to 60% by the Compensation Committee. The increase in Mr. Marsh’s fiscal 2012 cash incentive bonus was reflective of the substantial accomplishment of his MBOs and the Company’s accomplishments during fiscal year 2012. As a result, Mr. Marsh’s total fiscal 2012 cash compensation (fiscal 2012 salary and cash incentive bonus) was 3% above the 75^th percentile of the reported survey compensation data. The Compensation Committee believes that setting Mr. Marsh’s total cash compensation above the 75^th percentile is appropriate in light of the skill and experience that Mr. Marsh brings to the company, and in light of the breadth and scope of responsibilities he has for the Company’s legal matters, including pending intellectual property litigation, and for his contribution to the success and accomplishments of the company for fiscal 2012.

Long-Term Incentives

To incentivize and reward long-term performance by our executives, we provide awards of stock options. These equity-based awards help ensure that our executive officers have a stake in our long-term success by providing an incentive to improve the overall growth and value of Myriad. We believe this fosters an executive culture that aligns our executive officers’ interests with the long-term interests of our stockholders. Our 2010 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2010 Plan”), allows for the grant of stock options, restricted stock and other stock-based awards to our employees, directors and consultants. We typically make an initial stock option award to new executive officers upon initial hire. Historically, we have also granted semi-annual stock option awards. We have not adopted stock ownership guidelines. The Compensation Committee determines the terms of all stock option grants for the named executive officers, including our President and CEO. We have not yet granted any other form of equity compensation under the 2010 Plan, although we may do so in the future.

Initial Stock Option Awards. Executives who join us are awarded initial stock option grants. These grants have an exercise price equal to the closing price of our common stock on the date of grant, which is generally within the first week of the officer’s employment, and a four-year vesting schedule with 1/4th of the shares vesting on each anniversary of the date of grant. The amount of the initial stock option award is determined based on the executive’s position with us and analysis of the competitive practices of the companies similar in size to us represented in the compensation data that we review with the goal of creating a total compensation package for new employees that is competitive with other similar companies and that will enable us to attract high quality management personnel.

Semi-Annual Stock Option Awards. Our practice has been to make semi-annual stock option awards as part of our overall performance management program. The Compensation Committee believes that stock options provide management with a strong link to long-term corporate performance and the creation of stockholder value. Historically, stock option awards have been made twice a year at our Compensation Committee meetings held in connection with the Board of Director meetings generally in February and September. The Board customarily determines the dates of its meetings for the ensuing year at a meeting of the Board in the preceding year. Thus, the dates on which stock options are granted are set well in advance. The Compensation Committee does not time the grant of stock options with respect to the release of material non-public information, whether or not that information may favorably or unfavorably impact the price of our common stock. Stock option awards for the executive officers, including our President and CEO, are approved by the Compensation Committee. Stock option awards are granted at an exercise price equal to the closing price of our common stock on the date of grant, and vest in equal annual installments over a four-year period.

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The Compensation Committee has determined that, in order to better facilitate the annual review of management’s and the Company’s performance in connection with the approval of long-term incentive compensation for our executive officers, it will make stock option awards on an annual basis beginning in fiscal 2013. As we transitioned to a single annual grant of stock options, for fiscal 2012, the Compensation Committee awarded 80% of the annual stock option award amount in connection with its September 2011 meeting, and awarded the remaining 20% of the annual award amount in connection with our its March 2012 meeting.

We intend that the annual aggregate value of these awards will be targeted, generally, at the 75^th percentile of aggregate value of awards for executives in similar positions and with similar responsibilities in comparable companies in our industry as represented in the compensation data we utilize. However, we may award compensation above or below the 75th percentile when deemed appropriate to further promote and achieve the primary objectives of our compensation programs and based on the individual performance of our executive officers and the performance of the company. The Compensation Committee believes that equity awards provide appropriate incentives to align individual executive officer performance with the overall enhancement of long-term stockholder value. However, the Compensation Committee still seeks to have total compensation (salary, annual bonus and equity grants) to generally be within the 50^th to 75^th percentile range. When deemed appropriate, we may award total compensation above the 75^th percentile to further promote and achieve the primary objectives of our compensation programs.

In determining the number of stock options awarded, we take into consideration the total number of our outstanding shares of common stock, the relative dilution to stockholders, as well as our gross equity burn rate, issued equity overhang and total equity overhang. Individual stock option awards are based on the accomplishments of each executive as measured by achievement of MBOs. The Compensation Committee grants stock option awards primarily to reward performance but also to retain officers and provide incentives for future performance. The size of option grants generally increases as the rank of the executive officer increases. In determining the amount of stock options to be awarded, the Compensation Committee considers various factors, including our financial and operating performance for the applicable period; the executive officer’s contribution to our performance; the anticipated contribution of the executive officer to our future performance; a review of compensation for comparable positions in our peer group from our benchmarking studies; and the total compensation of the executive officer and the anticipated retentive effect of the grant of additional options.

Based on the Mercer Report, which calculated market annual guidelines at the 50^th and 75^th percentile, the average long-term incentive value of the semi-annual stock option grant awards made to the named executive officers on September 13, 2011 and March 7, 2012 averaged, as a group, 5% below the 75^th percentile of the long-term compensation data; however, the individual long-term incentive value of the semi-annual stock option grant awards for fiscal 2012 made to Mr. Capone, Dr. Lanchbury and Mr. Marsh were above the 75^th percentile. The long-term incentive value of the semi-annual stock option grant awards made to the named executive officers for fiscal 2012 are reported in the table for 2012 Fiscal Year Grants of Plan Based Awards and was determined in accordance with ASC Topic 718, utilizing the Black Scholes value for options. The aggregate number of stock options awarded for fiscal 2012 to each of our named executive officers was larger than the number of stock options awarded for fiscal 2011. We felt this appropriate based on the comparative long-term peer group compensation data from the Mercer Report, given the company’s performance relative to its peers, the individual accomplishments of our named executive officers, including our President and CEO, relative to their MBOs and to continue to place an increased weighting of compensation on long term compensation. We also believe these option awards were appropriate based on the company’s continued double digit compound annual growth rate (CAGR) in revenues and operating income over the past five years, and total stockholder return over the past five year period. Thus, these option awards appropriately reward our executives for their consistent past performance, and incentivize our executives to work hard to continue to deliver similar performance and to remain employed at the Company.

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Other Compensation

We maintain broad-based benefits and perquisites that are provided to all employees, including health and dental insurance, life and disability insurance, a 401(k) plan, and a discretionary December holiday bonus. Additionally, we may provide other perquisitesbenefits to new executive officers such as a signing bonus, relocation package or other related compensation as determined on a case-by-case basis.

Termination-BasedChange-of-Control-Based Compensation

We recognize that, as is the case with many publicly-held corporations, the possibility of a change in control of the companyCompany exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of us and our stockholders. Therefore, in 2005, we have entered into a form of retention agreement with each of our named executive officers (2006 in the case of Mr. Capone)NEOs to reinforce and encourage the continued employment and dedication of our named executive officersNEOs without distraction from the possibility of a change in control of the companyCompany and related events and circumstances. We believe that the terms of our retention agreement are consistent with those historically maintained by others in our industry and therefore are important for attracting and retaining key employees who are critical to our long-term success. The potential benefits provided under the retention agreement are in addition to the current compensation arrangements we have with our named executive officers.NEOs. For the payments each of our named executive officersNEOs is entitled to receive upon a change-in-control, see “Executive Compensation — Compensation—Potential Payments Upon Termination or Change-in-Control” later in this proxy statement.

Relationship of Elements of Compensation

As noted above, our compensation structure is primarily comprised of base salary, an annual cash incentive bonus, and long-term incentive compensation in the form of stock options.a three-year cash incentive bonus award and equity incentive awards. In setting executive compensation, the Compensation Committee considers the aggregate compensation payable to an executive officer and the form of the compensation. The Compensation Committee seeks to achieve an appropriate balance between immediate cash rewards and long-term financial incentives.

We currently utilize long term equity incentive compensation in the form of stock options, and more recently restricted stock units, as a substantial component of compensation, as the Compensation Committee views the award of stock options or restricted stock units as a primary long-term retention benefit by tying the earning of these awards to a four year vesting schedule. If an employee leaves the Company before the completion of the vesting period, then that employee would not receivebe entitled to any benefit from the non-vested portion of histhe award. Additionally, for our NEOs, the restricted stock unit award also has a performance metric which if not met would require the NEO to forfeit the entire restricted stock unit award regardless of the additional requirement of vesting. We determine the awards of restricted stock units based on a 3:1 reduction of stock options to restricted stock unit awards. We believe that this vesting feature makes it more attractive to remain as our employee and this arrangement does not require substantial cash payments by us. UnderSimilarly, our 2010 Plan we may also issue restricted stockthree-year cash incentive bonus awards as a component ofpromote long-term incentive compensation. Because we anticipate that any such restricted stock awards will generally vestperformance by establishing performance targets which must be met over a four-year period similarthree-year period. This long-term cash incentive bonus also promotes retention of our executives as no payment is made under our three-year cash incentive bonus awards if the executive officer is not employed by the Company when payment is to our stock options, we believe they will have similar retention benefits as provided by stock options. Under our 2010 Plan, if we issue restricted stock awards, we will reduce the number of authorized shares available for grant by a ratio of 2:1 shares. This means that for every share of restricted stock awarded, we will reduce the number of shares available for grant from our 2010 Plan by 2 shares. To date, we have not granted any restricted stock awards.be made.

The Compensation Committee reviews from time to time the mix of the compensation elements for executive officers against comparable companies in our industry as represented in the compensation data we utilize. The size and mix of each element in a compensation package is based on the impact of the position on the company,Company, market practice and overall corporate and individual performance relative to stated corporate goals. The level of incentive compensation typically increases in relation to an executive officer’s responsibilities and ability to meet individual and corporate goals. The Compensation Committee believes that making a significant portion of an executive officer’s compensation contingent on corporate performance more closely aligns the executive officer’s interests with those of our stockholders.

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The Compensation Committee may decide, as appropriate, to modify the mix of base salary, annual and long-term incentives to best fit an executive officer’s specific circumstances or if required by competitive market conditions for attracting and retaining skilled personnel. For example, the Compensation Committee may decide to award additional stock options to an executive officer if the total number of stock option grants received during an individual’s employment with us does not adequately reflect the executive’s current position. We believe that this discretion and flexibility allows the Compensation Committee to better achieve our compensation objectives.

Conclusion

Our compensation policies are designed and are continually being developed to retain and motivate our executive officers and to ultimately reward them for outstanding individual and corporate performance.

Summary Compensation Table

The following table shows the total compensation paid or accrued during the fiscal years indicated to (1) our President and Chief Executive Officer, (2) our Chief Financial Officer, and (3) our three next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended June 30, 20122014 and were serving as executive officers as of June 30, 2012.2014.

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20122014 Fiscal Year Grants of Plan-Based Awards

The following table showstables show information regarding grants of non-equity and equity awards that we made during the fiscal year ended June 30, 20122014 to each of the executive officers named in the Summary Compensation Table.

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Narrative Disclosure to Summary Compensation Table and 20122014 Fiscal Year Grants of Plan-Based Awards Table

We have entered into employment agreements with no defined term with each of our named executive officers.NEOs. Pursuant to each of these agreements, either party may terminate employment without cause at any time upon 15 days written notice to the other party or immediately with cause upon written notice to the other party. Each employment agreement also provides that the employee will not disclose confidential information of ours during and after employment and will not compete with us during the term of employment. Since the dates of these agreements entered into with our named executive officers,NEOs, the compensation paid to each named executive officerNEO has been increased and additional stock options and restricted stock units have been granted as discussed below.

In 2005,Previously, we have entered into an Executive Retention Agreement with each of our named executive officers (2006 in the case of Mr. Capone)NEOs under which they are entitled to certain benefits upon a change-in-control, as discussed below under “Executive Compensation — Compensation—Potential Payments Upon Termination or Change-in-Control.”

Mr. Meldrum was appointed to the position of President and Chief Executive Officer in November 1991. In May 1993, Mr. Meldrum1991 and has entered into the company’sCompany’s standard form of employment agreement as required of all Myriad employees. As approved by our Compensation Committee, Mr. Meldrum received an annual salary of $915,000$995,000 for the fiscal year ended June 30, 2012,2014, and will be paid an annual base salary of $955,000$1,030,000 for the fiscal year ending June 30, 2013.2015. Mr. Meldrum’s cash incentive bonus for fiscal 20122014 was $1,100,000$1,293,500 as

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approved by our Compensation Committee.Committee pursuant to the terms of the Section 162(m) Incentive Plan based on the achievement of all of the pre-established performance goals. In September 2013, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Meldrum will be entitled to receive up to $298,500 (subject to adjustment based upon fiscal 2016 salary level) as of the end of fiscal 2016 if we achieve the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 2014 Named Executive Officer Compensation- Long Term Incentive Awards- Three Year Cash Incentive Bonus”.Previously, in December 2012, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Meldrum will be entitled to receive up to $309,000 if we achieve the pre-determined performance goals as of the end of fiscal 2015. In addition to the options granted in fiscal 20122014 as noted above in the 20122014 Fiscal Year Grants of Plan-Based Awards table, on September 12, 2012,17, 2014, Mr. Meldrum was granted 520,000 optionsa restricted stock unit award of 190,000 shares of the Company, subject to purchase our common stock at a per share price of $27.07, the closing price of our common stock on that date. The Compensation Committee does not anticipate awarding any further options to Mr. Meldrum in fiscal 2013.time-based and performance-based vesting requirements.

Mr. Capone was appointed to the position of Vice President of Sales for Myriad Genetic Laboratories, Inc., (“MGL”)MGL in October 2002, and entered into the company’sCompany’s standard form of employment agreement at that time. In September 2005, Mr. Capone was appointed to the position of Senior Vice President of Sales for MGL, in February 2006, Mr. Capone was appointed to the position of Chief Operating Officer for MGL, and in March 2010 was appointed President of Myriad Genetics Laboratories, Inc.MGL. As determined by our Compensation Committee, Mr. Capone received an annual salary of $500,000$566,000 for the fiscal year ended June 30, 2012.2014. Mr. Capone will be paid an annual base salary of $545,000$600,000 for the fiscal year ending June 30, 2013.2015. Mr. Capone’s cash incentive bonus for fiscal 20122014 was $420,000$552,000 as determinedapproved by our Compensation Committee.Committee pursuant to the terms of the Section 162(m) Incentive Plan based on the achievement of all of the pre-established performance goals. In September 2013, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Capone will be entitled to receive up to $169,800 (subject to adjustment based upon fiscal 2016 salary level) as of the end of fiscal 2016 if we achieve the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 2014 Named Executive Officer Compensation- Long Term Incentive Awards- Three Year Cash Incentive Bonus”.Previously, in December 2012, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Capone will be entitled to receive up to $180,000 if we achieve the pre-determined performance goals as of the end of fiscal 2015. In addition to the options granted in fiscal 20122014 as noted above in the 20122014 Fiscal Year Grants of Plan-Based Awards table, on September 12, 2012,17, 2014, Mr. Capone was granted 300,000 optionsa restricted stock unit award of 110,000 shares of the Company, subject to purchase our common stock at a per share price of $27.07, the closing price of our common stock on that date. The Compensation Committee does not anticipate awarding any further options to Mr. Capone in fiscal 2013.time-based and performance-based vesting requirements.

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Mr. Evans was appointed to the position of Corporate Controller in March 1995 and entered into the company’sCompany’s standard form of employment agreement at that time. In November 2007, Mr. Evans was appointed as our Chief Financial Officer and Treasurer. As determined by our Compensation Committee, Mr. Evans received an annual salary of $440,000$475,000 for the fiscal year ended June 30, 2012,2014, and will be paid an annual base salary of $458,000$490,000 for the fiscal year ending June 30, 20132015. Mr. Evans’ cash incentive bonus for fiscal 20122014 was $290,000$340,000 as determined by our Compensation Committee. In September 2013, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Evans will be entitled to receive up to $106,875 (subject to adjustment based upon fiscal 2016 salary level) as of the end of fiscal 2016 if we achieve the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 2014 Named Executive Officer Compensation- Long Term Incentive Awards- Three Year Cash Incentive Bonus”.Previously, in December 2012, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Evans will be entitled to receive up to $147,000 if we achieve the pre-determined performance goals as of the end of fiscal 2015. However, in light of the announced retirement of Mr. Evans, he will not receive any cash incentive compensation unless employed by the Company on the date that the cash incentive compensation is paid. In addition to the options granted in fiscal 20122014 as noted above in the 20122014 Fiscal Year Grants of Plan-Based Awards table, on September 12, 2012,17, 2014, Mr. Evans was granted 190,000 optionsa restricted stock unit award of 70,000 shares of the Company, subject to purchase our common stock at a per share price of $27.07, the closing price of our common stock on that date. The Compensation Committee does not anticipate awarding any further options to Mr. Evans in fiscal 2013.time-based and performance-based vesting requirements which he will forfeit upon his planned retirement.

Dr. Lanchbury was appointed to the position of Senior Vice President, Research in November 2002 and entered into the company’sCompany’s standard form of employment agreement at that time. In September 2005, Dr. Lanchbury was promoted to Executive Vice President, Research. In February 2010, Dr. Lanchbury was appointed Chief Scientific Officer. As determined by our Compensation Committee, Dr. Lanchbury received an annual salary of $420,000$456,000 for the fiscal year ended June 30, 2012.2014. Dr. Lanchbury will be paid an annual base salary of $437,000$470,000 for the fiscal year ending June 30, 20132015. Dr. Lanchbury’s cash incentive bonus for fiscal 20122014 was $244,000$282,000 as determined by our Compensation Committee. In September 2013, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Lanchbury will be entitled to receive up to $102,600 as of the end of fiscal 2016 if we achieve the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 2014 Named Executive Officer Compensation- Long Term Incentive Awards- Three Year Cash Incentive Bonus”.Previously, in December 2012, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Lanchbury will be entitled to receive up to $141,000 if we achieve the pre-determined performance goals as of the end of fiscal 2015. In addition to the options granted in fiscal 20122014 as noted above in the 20122014 Fiscal Year Grants of Plan-Based Awards table, on September 12, 2012,17, 2014, Dr. Lanchbury was granted 160,000 optionsa restricted stock unit award of 65,000 shares of the Company, subject to purchase our common stock at a per share price of $27.07, the closing price of our common stock on that date. The Compensation Committee does not anticipate awarding any further options to Dr. Lanchbury in fiscal 2013.time-based and performance-based vesting requirements.

Mr. Marsh was appointed to the position of Vice President, General Counsel and Secretary in November 2002 and entered into the company’sCompany’s standard form of employment agreement at that time. In September 2005, Mr. Marsh was promoted to Executive Vice President, General Counsel and Secretary. As determined by our Compensation Committee, Mr. Marsh received an annual salary of $425,000$456,000 for the fiscal year ended June 30, 2012,2014, and will be paid an annual base salary of $442,000$470,000 for the fiscal year ending June 30, 2013.2015. Mr. Marsh’s cash incentive bonus for fiscal 20112014 was $250,000$276,000 as determined by our Compensation Committee. In September 2013, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Marsh will be entitled to receive up to $102,600 (subject to adjustment based upon fiscal 2016 salary level) as of the end of fiscal 2016 if we achieve the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 2014 Named Executive Officer Compensation- Long Term Incentive Awards- Three Year Cash Incentive Bonus”.Previously, in December 2012, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which Mr. Marsh will be entitled to receive up to $141,000 if we achieve the pre-determined performance goals as of the end of fiscal 2015. In addition to the options granted in

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fiscal 20122014 as noted above in the 20122014 Fiscal Year Grants of Plan-Based Awards table, on September 12, 2012,17, 2014, Mr. Marsh was granted 180,000 optionsa restricted stock unit award of 63,000 shares of the Company, subject to purchase our common stock at a per share price of $27.07, the closing price of our common stock on that date. The Compensation Committee does not anticipate awarding any further options to Mr. Marsh in fiscal 2013.

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In addition to the annual cash incentive bonus paid to each of our named executive officers, all employees, including the named executive officers, received a holiday bonus of $750 in fiscal 2012 that was tax adjusted to $761.time-based and performance-based vesting requirements.

All option awards granted to our named executive officersNEOs prior to fiscal 2013 were granted with an exercise price equal to the closing price of our common stock on the date of grant, have a 10-year term, and vest annually over a four-year period. However, if Proposal 2 is approved, theThe term for future option awards will begranted after fiscal 2012 have been reduced from 10 to eight years. All restricted stock unit awards granted to our NEOs are subject to a pre-determined, formula-based financial performance metric which must be met in order for these awards to vest annually over a four-year period . In addition to the annual cash incentive bonus paid to each of our NEOs, all employees, including the named executive officers, received a holiday bonus of $819 in fiscal 2014.

In September 2014, the Compensation Committee approved a three-year cash incentive award under the Section 162(m) Incentive Plan pursuant to which our executive officers and other key management members may be entitled to receive compensation at the end of fiscal 2017 if certain pre-determined performance goals are achieved.

Following are the amounts that may be earned for our NEOs for the awards under our three-year cash incentive awards:

Outstanding Equity Awards at 20122014 Fiscal Year-End

The following table shows grants of stock options outstanding on the last day of the fiscal year ended June 30, 2012,2014, to each of our named executive officers.NEOs. We have not granted any stock options that are subject to performance conditions, nor havedid we grantedgrant any stock awards.awards as of the end of our 2014 fiscal year.