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):

Filing party:

Date Filed:

MYRIAD GENETICS, INC.

October 15, 201311, 2016

Dear Stockholders,

You are cordially invited to attend the 20132016 Annual Meeting of Stockholders of Myriad Genetics, Inc. (the “Annual Meeting”) to be held at 9:00 a.m. MST on Thursday, December 5, 2013,1, 2016, 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, two persons will be elected to theour Board of Directors. We also will also seek stockholder approval to amend our 2010 Employee, Director and Consultant Equity Incentive Plan. We will alsoPlan and ask stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for ourthe fiscal year ending June 30, 2014.2017. 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 eachall of these proposals. Such otherOther business will be transacted asthat may be properly come beforeaddressed during 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.in this manner. We believe this process will facilitate the accelerated delivery of proxy materials, save costs and reduce the environmental impact of our Annual Meeting. On or about October 15, 2013,11, 2016, we began sending to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access ourthe proxy statement for our 20132016 Annual Meeting of Stockholders and our 20132016 annual report to stockholders on the Internet. This noticestockholders. The 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 Meetingmeeting 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 forthprovided 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. MeldrumMark C. Capone

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 20132016 ANNUAL MEETING OF STOCKHOLDERS

PURPOSES:

WHO MAY VOTE:

You may vote if you were thean owner of record owner of Myriad Genetics, Inc. common stock at the close of business on October 8, 2013.5, 2016. A list of stockholders of record will be available at the meetingAnnual 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 Meetingmeeting 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,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 15, 2013,11, 2016, 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 15, 201311, 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 5, 20131, 2016

This proxy statement and our annual report to stockholders for the fiscal year ended June 30, 20132016 are available for viewing, printing, and downloading atwww.proxyvote.com. To view these materials, please have available 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 canmay find a copy of our Annual Report on Form 10-K, as amended, which includes our financial statements for the fiscal year ended June 30, 2013,2016, on the website of the Securities and Exchange Commission atwww.sec.gov, or in the “Financial Reporting/SEC Filings” section of the “Investor Relations”“Investors” section of our website atwww.myriad.com. You also may also obtain a printed copy of our Annual Report on Form 10-K, as amended, including our financial statements from us, 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.

20132016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 5, 20131, 2016

This proxy statement, along with the accompanying Notice of 20132016 Annual Meeting of Stockholders, contains information about the 20132016 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 15, 2013,11, 2016, 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 Thursday, December 5, 2013,1, 2016, at 9:00 a.m. MST and any adjournments of the meeting.Annual Meeting. The proxy statement, along with the accompanying Notice of 2016 Annual Meeting of Stockholders, summarizes the purposes of the meetingAnnual Meeting and the information you need to know to vote at the Annual Meeting.meeting.

We have sent you the Notice and made this proxy statement, the Notice of 2016 Annual Meeting of Stockholders, and our annual report to stockholders for the fiscal year ended June 30, 20132016 available to you on the Internet because you owned shares of Myriad Genetics, Inc. common stock on the record date. We also 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 15, 2013.11, 2016.

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 meetingAnnual 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 youprovide instructions on how you may access and review all of the proxy materials and submit your proxy on the Internet.Internet or by telephone. 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, 20135, 2016 are entitled to vote at the Annual Meeting. On this record date, there were 76,334,89268,777,570 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 meetingAnnual 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 ownowned at the close of business on the record date, October 5, 2016, entitles you to one vote.

How Do I Vote?

Whether you plan to attend the annual meetingAnnual 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’sboard’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 day24-hours-a-day and will close at 11:59 p.m. Eastern TimeEST on December 4, 2013.November 30, 2016.

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 discusseddescribed 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.Annual 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 beBe 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 holdsof your shares as described above, the bank, broker or other holder of record has the authority to vote your unvoted shares only on Proposal 3 if it does not receive instructions from you. Therefore, we encourage you to provide voting instructions. This ensures that your shares will be voted at the meetingAnnual 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, thisit 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 a 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 a 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 deemed appropriate. In addition, your bank, broker or other nominee is prohibited from voting your uninstructed shares on any matters related to the equity and other incentive plansplan and executive compensation. Thus, if you hold your shares in a 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 Inspector of Elections and our transfer agent, American Stock Transfer and Trust, 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 thenis filed, 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.

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 $30,000 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.Annual 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 Thursday, December 5, 20131, 2016 at the offices of Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah.Utah 84108. 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.

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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, a set of proxy materials in future years, follow the instructions described below. Conversely, if you share an

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address 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, 20132016 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” or “NEOs”), (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, 20132016 pursuant to the exercise of options or warrantsand the vesting of restricted stock unit awards to be outstanding for the purpose of computing the percentage ownership of suchan 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 79,284,94368,546,330 shares of common stock outstanding on September 1, 2013.2016.

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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. OurThe 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 20152018 Annual Meeting (the “Class I directors”Directors”); Peter D. MeldrumMark C. Capone and Heiner Dreismann, Ph.D. constitute a class with a term ending at the 20132016 Annual Meeting (the “Class II directors”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 20142017 Annual Meeting (the “Class III directors”Directors”).

On September 18, 2013,15, 2016, our Board of Directors accepted the recommendation of the Nominating and Governance Committee and voted to nominate Peter D. MeldrumMark C. Capone and Heiner Dreismann, Ph.D. for election at the Annual Meeting for a term of three years to serve until the 2016 annual meeting2019 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, 2013,2016, their offices in the company,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., Chairman of the Board of Directors, has been a Directordirector 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 presidentPresident of Futurepharm LLC. Dr. Henderson currently serves on the Board of Directors of Cytokinetics, Inc. and during the past five years has served on the Board of Directors of Myrexis, Inc. Until his retirement in December 2000, Dr. Hendersonhe was with Pfizer for over 25 years, most recently as a Vice President in the Pfizer Pharmaceuticals Group. Dr. Henderson previously held Vice Presidentialvice presidential level positions with Pfizer in Research and Development in Europe and later in Japan. He also was also Vice President, Medical for the Europe, U.S. and International Pharmaceuticals groups at Pfizer. Dr. HendersonHe earned his bachelor’s and medical degreedegrees 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’sHis 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. HendersonHe 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 Directordirector 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. HeDr. Gilbert has held professorships at Harvard University in the Departmentsdepartments of Physics, Biophysics, Biology, Biochemistry and Molecular Biology, and Molecular and Cellular Biology. Dr. GilbertHe is a Carl M. Loeb University Professor Emeritus at Harvard University. HeDr. Gilbert founded and served on the Board of Directors of both Memory Pharmaceuticals Corp. and Paratek Pharmaceuticals, Inc. He also currently serves on the board of Amylyx Pharmaceuticals 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. GilbertHe 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.developments in the industry. Dr. Gilbert provides the Board with business, managerial and financial expertise frombased on having founded, managed, and directed several companies in the health carehealthcare industry.

Peter D. MeldrumMark C. Capone, was appointed as the President and Chief Executive Officer, has been a Directoror CEO, of Myriad since its inception in May 1991Genetics, Inc., and has been our President and Chief Executive Officer since November 1991. Prior to joining us he was President and Chief Executive Officera member of Founders Fund, Inc., a venture capital group specializing in the biotechnology industry. Mr. Meldrum currently serves on the Board of Directors, effective July 1, 2015. Previously, he served as the President of Endocyte,Myriad Genetic Laboratories, Inc. He, a wholly owned subsidiary of Myriad. Mr. Capone joined the Company in October 2002, initially as Vice President of Sales until being 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, he 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 a Doctorate ofhis B.S. degree in Chemical Engineering (honorary) from thePenn State 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.graduating with highest distinction, his M.S. degree in Chemical Engineering from the UniversityMassachusetts Institute of UtahTechnology, and his M.S. in 1970.Management from the Massachusetts Institute of Technology.

The Board of Directors has determined that Mr. MeldrumCapone should serve on the Board for the following reasons: Mr. MeldrumHe provides the Board with business and management expertise ofat a molecular diagnostic company from his 14 years of service as President, Chief Operating Officer and CEOVice President of Sales at Myriad since our inception.Genetic Laboratories. Mr. MeldrumCapone brings to the Board over 39 years ofadditional experience in the biotechnology, diagnostic,operations management, product development, finance, sales, and related industries. Mr. Meldrumother operational areas from his experience at Eli Lilly and Company. He also provides us with important expertise in investor relations. In addition,relations based on his past interactions with our investor base. Additionally, Mr. Meldrum’sCapone’s scientific, engineering and business management background and industry knowledgeeducation provide important insights for the Board.

Lawrence C. Best, a Directordirector 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. BestHe 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 also

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has also served on the Board of Directors of Haemonetics Corp, Biogen, Idec, Inc. Mr. Bestand as Executive Chairman of Valtech Cardio Ltd., a privately held medical device company based in Tel Aviv, Israel. He 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. BestHe 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. BestHe also provides the Board with substantial experience in the event that we contemplateof potential mergers, acquisitions and licensing opportunities.

Heiner Dreismann, Ph.D., a Directordirector 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 Membermember of Roche’s Global Diagnostic Executive Committee. From 2006 to 2009, Dr. Dreismann served as the CEO of Vectrant Technologies, Inc., and until this year served as2013 was the Interim CEO for GeneNews Limited. Dr. DreismannHe currently serves on the Board of Directors of GeneNews Limited and MedBioGene,Ignyta, Inc. During the past five years, Dr. Dreismann previously served on the Board of Directors of Nanogen,Shrink Nanotechnologies, Med BioGene, Inc., Genenews Limited, and Shrink Nanotechnologies.Interpace Diagnostics. 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. DreismannHe 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’sHis scientific background and expertise also enable Dr. Dreismannhim to provide the Board with technical advice on product research and development. Dr. Dreismann has a diversified background ofin managing and serving as a director of several companies in the health carehealthcare industry.

Dennis H. Langer, M.D., J.D.,has been a Directordirector of Myriad since May 2004. SinceFrom January 2013 Dr. Langer hasto July 2014 he 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 ashe was 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 Professorclinical 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. He currently serves on the Board of Directors of Dicerna Pharmaceuticals, Inc. During the past five years, Dr. Langer previously served on the BoardBoards of Directors ofDelcath Systems, Inc., Myrexis, Inc., and Auxilium Pharmaceuticals, Inc., Cytogen Corporation and Pharmacopeia, Inc.

The Board of Directors has determined that Dr. Langer should serve on the Board for the following reasons: Dr. Langer’sHis 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. LangerHe brings to the Board international experience as we implement strategies for internationalglobal expansion. Dr. Langer has a diversified background ofin managing and serving as a director of several companies in the health carehealthcare industry.

S. Louise Phanstiel, a Directordirector of Myriad since September 2009, held several important positions at WellPoint, Inc. from 1996 to 2007, including as 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,

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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. PhanstielShe 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.Stony Brook Foundation. Ms. Phanstiel received a B.A. degree in Accounting from Golden Gate University and is a Certified Public Accountant.

The Board of Directors has determined that Ms. Phanstiel should serve on the Board for the following reasons: Ms. PhanstielShe provides the Board with important expertise on the medical insurance industry frombased on her extensive experience fromin 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 alsoIn addition, she provides the Board with financial and investment expertise, as well as management expertise, resulting 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, ourthe 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 asbecause the Board believes that 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 roles of Chairman of the Board and Chief Executive Officer are separated. This structure ensures a greater role for the independent directors in the oversight of the Company and their 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 BoardIt 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,interest, 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.positions. 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.

Board’s Disclosure of Third Party Director and Nominee Compensation

No member of the Board of Directors has any agreement or arrangement with any person or entity other than the Company relating to compensation or other payment in connection with the Director’s service as a Director of the Company.

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Committees of the Board of Directors and Meetings

Meeting Attendance. During the fiscal year ended June 30, 2013,2016, or fiscal 2013,2016, there were fourseven meetings of the Board of Directors, and the various committees of the Board met a total of 15 times. No director attended fewer than 75%75 percent of the total number of meetings of the Board and of committees of the Board on which he or she served during fiscal 2013.2016. The Board has adopted a policy under which each member of the Board is encouraged, but not required to attend each annual meetingAnnual Meeting of our stockholders.Stockholders. At the time of our 2012 annual meeting of stockholders,2015 Annual Meeting, we had seven board members, alland six of whomthe seven Board members attended the 2012 annual meeting.meeting in person.

Audit Committee. Our Audit Committee met sevenfive times during fiscal 2013.2016. This committee currently has three members,members: Ms. Phanstiel (Chair)(chair), Mr. Best, and Dr. Langer. OurThe Audit Committee’s roleroles and responsibilities are set forth in the Audit Committee’sits 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,statements; considers matters relating to accounting policy and internal controls,controls; reviews the scope of annual audits,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 — Information – 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 twosix times during fiscal 2013.2016. This committee currently has three members,members: Dr. Dreismann (Chair)(chair), Dr. Gilbert, and Dr. Henderson. OurThe Compensation Committee’s role and responsibilities are set forth in the Compensation Committee’sits 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. OurThe 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 possiblequalified 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 compensationthese matters, the

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Compensation Committee may delegate any of the powers given to it to a subcommittee of the Committee.subcommittee. A copy of the Compensation Committee’s written charter is publicly available on the Investor Relations — Information – 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 Discussion and Analysis.” The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its duties. In fiscal 2013,2016, the Compensation Committee retained Mercer (US), Inc. (“Mercer”) to update our peer group of companies toand provide competitive market data on the salary,salaries and short-term and long-term incentive compensation of executive officers at comparable companies within our industry, and to discuss different types of long-term incentive programs.industry. Mercer also was also engaged to provide the

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Compensation Committee an analysis of, and recommendations for, annual salary compensation, for fiscal 2014, short-term incentive compensation, for fiscal 2013, 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 its 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 theThe NASDAQ Stock Market LLC and concluded that no conflict of interest exists that would prevent Mercer from independently representing the Compensation Committee.

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 2013.2016. This committee currently has three members,members: Dr. Langer (Chair)(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 Directordirector concerned, as well as our policy on plurality voting for director elections, which is described in “Proposal 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, itthe stockholder 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,judgment; business and professional skills and experience,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,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%5 percent of our common stock for at least one year. All stockholder recommendations for proposed director

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nominees must be made 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.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:

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 itsthe stockholder’s 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 committeeNominating and Governance 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:

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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.

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

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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 — Information – Understanding Myriad/Corporate Governance section of our website atwww.myriad.com:

Strategic Committee.Our Strategic Committee met two times during fiscal 2016. This committee currently has three members,members: Dr. Henderson (Chair)(chair), Mr. Best and Dr. Dreismann. ThisThe committee’s roleroles and

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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 — Information – Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

Compensation Committee Interlocks and Insider Participation. Our Compensation Committee currently has three members,members: Dr. Dreismann (Chair), Dr. Gilbert, and Dr. Henderson. No member of our Compensation Committee has at any time been an employee of ours.the Company. 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 boardBoard of directorsDirectors or compensation committeeCompensation Committee of any entity that has one or more executive officers serving as a member of our Board of Directorsdirectors or Compensation Committee.

Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations department at (801) 584-3600.584-1143. However, any stockholdersstockholder who wishwishes to address questions regarding our business directly with the Board of Directors, or any individual director, should directsend 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

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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:

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

Executive Officers

The following table sets forth the name, age (as of September 1, 2013)2016) and position of each of our current executive officers:

Peter D. MeldrumMark C. Capone. Please see biography above under “Management —and Corporate Governance – The Board of Directors.”

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T. Craig BensonVirginia Drosos, became 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,Assurex Health, Inc., a wholly owned subsidiary of Myriad, joined us in October 2002. Mr. Capone initiallyon August 31, 2016, following the acquisition of Assurex Health by Myriad. Prior to the acquisition by Myriad, she served as our Vice President of Sales until heAssurex Health from August 2013 to June 2014, and as President and CEO of Assurex Health from July 2014 to August 2016. Before joining Assurex Health, Mrs. Drosos worked at The Procter & Gamble Company (P&G) from June 1987 to September 2012 where she held the position of Group President for Global Beauty Care, a $6 billion global business unit with over 6,000 employees in 120 countries. Mrs. Drosos holds a Bachelor of Business Administration from The Terry School, University of Georgia, and a Master of Business Administration from The Wharton School, University of Pennsylvania.

Alexander Ford was named Chief Operating Officer in February 2006, a position he held until his promotion toappointed as the President of Myriad Genetic Laboratories, Inc. (“MGL”), a wholly owned subsidiary of Myriad, effective July 1, 2015. Mr. Ford joined Myriad in MarchJune 2010. Before being named to his current position, he served as the Chief Commercial Officer of MGL. Prior to joining Myriad, Mr. Capone served 17Ford held leadership positions at Novartis, Sanofi-Aventis, Nektar Therapeutics and Pfizer in the areas of Marketing Research, Product Marketing, Managed Care, Sales and Business Development. He has more than 25 years with Eli Lillyof experience in the pharmaceutical and Company, where he held positions as Product Development Manager, Manufacturing Plant Manager, and Area Sales Director.biotechnology industries. Mr. CaponeFord received his B.S.B.A. 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/

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Attestation division of the international accounting firm of KPMG LLP where he held several positions. He 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.

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 ScienceCommunications from the University of Utah in 1994.North Carolina, Wilmington and his M.A. degree from New York University.

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 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 usthe Company 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 Officerto his current position 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 usMyriad in November 2002. Mr. MarshHe 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. MarshHe received aan 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 Accountingaccounting from Brigham Young University, and was formerly a Certified Public Accountant.

Ronald S. RogersRalph L. McDade, Ph.D., ExecutivePresident of Myriad RBM, Inc., has served in his current role since January 2014. Previously, he served 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. Dr. McDade received his Ph.D. in Microbiology from the University of Texas Southwestern Medical School in 1980. Following postdoctoral 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.

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R. Bryan Riggsbee, Chief Financial Officer and Treasurer, joined us in October 2014. He previously served 10 years with Laboratory Corporation of America (LabCorp) where his most recent position was as Senior Vice President of Corporate Communications, joined usFinance with responsibility for the financial planning and analysis and treasury functions. Prior to LabCorp, Mr. Riggsbee served in April 2013. Since 2006various finance roles with General Electric and began his career in the audit division of KPMG. He received a B.A. in Accounting from North Carolina State University, a B.A. in political science from the University of North Carolina at Chapel Hill and an M.B.A. from Northwestern University. Mr. RogersRiggsbee is a Certified Public Accountant licensed in the State of North Carolina.

Bernard F. Tobin, President of Crescendo Bioscience, Inc., has served asin that role since January 2015. He previously held several senior positions at Amgen over the course of 8 years, including Executive Director of National Accounts, General Manager of both the Netherlands and Brazil, and Global Media RelationsHead of Commercial Excellence. In addition, he led the global integration of business development acquisition in more than 100 countries. Prior to that, Mr. Tobin held a variety of leadership roles in the commercial organization 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. RogersCo. over the course of 16 years. He received a Master of Sciencehis B.S. degree in Communicationspublic service and Bacheloradministration from Iowa State University and his M.B.A from the Fuqua School of Science degreeBusiness, Duke University.

Richard J. Wenstrup, M.D., Chief Medical Officer, joined Myriad in Public Relations/Chemistry from Illinois State University.2006 as Chief Medical Officer for Myriad Genetic Laboratories, Inc. where he led the Clinical Affairs and Corporate Medical Services Departments. Prior to joining Myriad, he was internationally recognized for his academic research in heritable disorders of connective tissue and the skeleton and served as a tenured professor of Pediatrics (Human Genetics) at Cincinnati Children’s Hospital and professor of Biomedical Engineering at the University of Cincinnati. Dr. Wenstrup has published more than 100 peer-reviewed papers on human and mouse genetics. He served as past President of the Medical Advisory Board of the Ehlers-Danlos National Foundation and at the Osteogenesis Imperfecta Foundation (OIF) and as Chair of the Scientific Advisory Board of the OIF. He currently is a member of the National AssociationScientific Advisory Board of Science Writers.the Marfan Foundation. Dr. Wenstrup received his medical degree from the University of Cincinnati College of Medicine and completed a pediatrics residency at the University of Minnesota Hospital and a fellowship in medical genetics at the University of Washington.

We have Employment Agreementsemployment agreements with all of our executive officers. The Employment Agreementsemployment agreements for each of our named executive officers are described elsewhere in the proxy statement under the caption “Executive Compensation —– Narrative Disclosure to Summary Compensation Table and 20132016 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 four principal components of our compensation program for executive officers are:

We believe that 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. As indicated in the charts below, our pay mix largely follows that of our peers, with the majority of our compensation in the form of long-term incentive compensation.

Peer Pay Mix data is a composite of our peer group data and published survey data.

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. Each year our Compensation Committee approves Management Business Objectives (“MBOs”) for each participating executive officer whichthat consist of (i) pre-established financial performance targets for the companyCompany such as revenues, netrevenue and adjusted operating income and/or earnings per share (“Company Financial MBOs”), and (ii) individual objectives tailored to each executive (“

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(“Individual MBOs”). 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.

We believe that our executive compensation pay and philosophy is appropriately rewarding our executive officers for their contributionFiscal Year 2016 Performance

Myriad returned to our continued growth in revenues, income and EPS and hence contributing to the long-term increase in stockholder value. This is evidenced by our financial performance where, among other accomplishments as outlined below, we again achieved record financial revenue and operating profit for fiscal 2013 with a 24% year-over-year revenue growth to $613 million, and a 26% year-over-year growth in operating profit to $228 million. Net income grew 31% over the prior fiscal year 2016 with revenues up four percent year-over-year to $147.1 million, and$754 million. We also demonstrated financial leverage with pro forma adjusted earnings per share (“EPS”) grew 36% over the priorgrowing 12 percent year-over-year to $1.63. During fiscal year to $1.77.2016, we believe we accomplished many of our strategic objectives that we believe positioned the Company for long-term growth. We alsomade substantial progress on our three strategic imperatives to: i) transition and expand our hereditary cancer testing business, ii) diversify our product portfolio, and iii) increase our international contribution.

We continued generating strong cash flows from operations. operations and in fiscal year 2016 we generated $166 million in operating cash flow. We ended the year with $239 million in cash, cash equivalents, and marketable investment securities and plan to continue to exercise a balanced approach to capital deployment, including investing for future growth, paying down debt associated with recent acquisitions, business development activities and share repurchases.

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 value to our stockholders,share repurchases, during fiscal year 2016, we repurchased over the past four years4.5 million shares of our common stock. Since fiscal year 2010, we have purchased over $54646 million shares of our common stock under our stock repurchase programs. program for $1.208 billion at a weighted average price of $26.24 per share.

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Focusing on our longer-term growth, over the past five years, we have accomplished a 17%9 percent compound annual growth rate (“CAGR”) for revenues and 16% CAGR for operating income. Ourrevenues.

Over the past three years, we experienced a 4 percent annual stockholder return for the past five years is 10%, compared to an 8.2%in our stock price versus a 12 percent return for the NASDAQ composite index overindex. Over the same period.past five years, we experienced a 6 percent annual stockholder return on our stock price versus a 12 percent return for the NASDAQ composite index.

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In addition to our financial results during fiscal 2013,year 2016, we also achieved the following:following progress on our three strategic imperatives:

Transition and Expansion of the Hereditary Cancer Testing Market

progressed

Diversification of the Portfolio

expanded commercial operationsIncrease International Contribution

Performance Pay for PARP inhibitorsFiscal Year 2016

To reflect our pay for performance philosophy, based on the Company’s performance for fiscal year 2016, our Compensation Committee:

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made a strategic investmentAdditionally, in Raindance Technologies, Inc.; and

Say-on-Pay Results

At our last annual meeting of stockholders in December 2012,2015, 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. ISS and Glass Lewis recommended against approval of our Say-on-Pay vote. Our stockholders approved the compensation of our named executive officers,NEOs with 91%56.2 percent of stockholder votes cast in favor of our Say-on-Pay resolution for fiscal 2012. In addition, asyear 2015. Given this low approval rate, we reached out to our stockholders to identify and understand concerns and feedback they may have about our executive compensation with the goal of improving on our approval percentage rate. Additionally, we reviewed the comments made by ISS and evaluatedGlass Lewis with respect to our executive compensation. Our stockholders made various comments and recommendations with respect to our executive compensation program during fiscal 2013, we consideredincluding the strongfollowing:

Changes To Our Pay Practices and Philosophy

In response to the concerns expressed by our stockholders, expressedwe are making the following changes, or continuing prior responsive practices, to our executive compensation program:

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Pay Practices

Previously, we adopted other practices that reflect the high standards our Compensation Committee seeks to attain for our compensation program,philosophy and notedpay practices, such as:

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In connection with ourthe annual review of our executive compensation program and compensation pay components, we determined to retainwill continue our general approach of establishing Company Financial MBOs and Individual MBOs for our executive officers. These MBOs assist the Compensation Committee in evaluating the performance of our executive officers and to then reward them through short- and long-term incentive compensation for the value they deliver to our stockholders as demonstrated by the enhanced growth and profitability of the Company. Additionally, to continue to improve

Fiscal Year 2016 Named Executive Officer Compensation

Elements of our pay-for-performance philosophy and pay practices, we implemented several changes to further align executiveCompensation Program

The compensation with company performance as described below.

Changes To Our Pay Practices and Philosophy

We regularly review and evaluateprogram for our executive officers consists principally of a base salary, an annual cash incentive bonus, long-term compensation philosophyin the form of a three-year cash incentive bonus award and program, withequity incentive compensation in the goalform of reinforcing our pay-for-performance philosophy. Last year we established our 2013 Executive Incentive Plan (the “Incentive Plan”) because werestricted stock units. We believe this Incentive Plan will further enhance our pay-for-performance philosophy by tying 100%that these elements 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 deemedstrike an 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. For fiscal 2014, the Compensation Committee has determined that our President and CEO and the President of Myriad Genetic

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Laboratories, Inc. will each receive their short-term incentive compensation pursuantbalance to the terms of the Incentive Plan. In the future, we anticipate that other executive officers would receive their short-term incentive compensation pursuant to the terms of the Incentive Plan if, and when, their compensation levels are expected to exceed the deductibility cap under Section 162(m) of the Internal Revenue Code.

Additionally, we engaged Mercer to provide an additional report on long term incentive programs and market trends which Mercer delivered to the Compensation Committee at the beginning of fiscal 2013. In this report, Mercer outlined different types of long-term incentive awards, incentive plan designs, and performance targets, among other information. Mercer also reported on long-term incentive plan designs within our peer group. The Compensation Committee utilized this information in reviewing our current long-term incentive plan and compensation philosophy and in discussing how to best incentivize and reward our executive officers’officers for ongoing, short- 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 to promoteas measured by Company performance and accomplishment of MBOs. The long-term stockholder value.

Based oncash incentive bonus awards and equity incentive compensation also form an important part of our compensation strategy. These incentive bonus awards and equity grants reward our executive officers for the Mercer report on long-term incentive programs, to incentivize and reward 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. For example, under our long-term cash incentive awards, performance metrics are measured by achieving three-year financial performance targets reflecting annual double-digit growth of revenue, diversifying revenues and improving operating margins. This aligns the executive officers’ interests with stockholders’ long-term interests.

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 that 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, establishment of preset annual and three-year growth financial performance targets, and preset limits on cash incentive compensation.

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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,CEO. The Compensation Committee also assists the full board in establishing appropriate incentive compensation and key members of management, with the goal of enhancing long-term stockholder value, beginning inequity-based plans generally for all employees and is responsible for administering these plans.

For fiscal 2013,year 2016, the Compensation Committee determinedretained Mercer (US) Inc. (“Mercer”) for the purpose of updating our peer group of companies and to initiateprovide competitive market data on the salary, short-term incentive compensation and long-term incentive compensation of executive officers at comparable companies within our industry. The Compensation Committee uses this competitive market data on compensation in determining annual salary compensation, short-term (annual) incentive compensation and long-term incentive compensation (both cash and equity incentive compensation) for the President and CEO and other executive officers of the Company (the “2016 Mercer Executive Compensation Review”).

As a basis for the source market data for the 2016 Mercer Executive Compensation Review, Mercer utilized compensation data from the following group of 15 peer companies, which is our peer group from last fiscal year with the replacement of Merit Medical Systems, Inc. with Insys Therapeutics, Inc. We believe the selected peer group of companies reflects our industry and aligns with the ISS selected peer group. Presently, 9 of the 15 companies in our peer group are companies which were selected by ISS as part of ISS’s compensation pay review from last year.

In addition, Mercer gathered competitive market data from published survey data in the biotech industry for similarly sized entities as reflected in the 2015 Mercer US Global Premium Executive Remuneration Suite and the 2016 Radford Global Life Sciences Survey. To determine competitive market compensation, where possible, composite survey data were equally blended with the proxy data from our peer group set forth above. Compensation data for the peer group were 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. Proxy-based and survey-based salaries were aged to 2016 at an additionalannual rate of 3 percent, the average 2015/2016 salary increase for executives in the U.S. Restricted stock units were valued at fair market value (our closing stock price) on the date of grant.

We believe that the compensation information obtained from the 2016 Mercer Executive Compensation Review provides us appropriate compensation data and benchmarks, because it is derived from companies that are in our industry, share similar corporate structures, and have similar factors such as number of employees, market value, revenues, net income, product pipeline and gross margins. Through Mercer, we have selected those companies that we believe represent the various factors of our business as outlined above.

Utilizing the composite peer group data provided us in the 2016 Mercer Executive Compensation Review, the Compensation Committee analyzed, among other criteria, the average salary, short-term incentive bonus compensation and long-term incentive 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 equity compensation, the

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Compensation Committee analyzed, among other criteria, the average equity compensation for each of our executive officers at the 25^th, 50^th and 75^th percentile range from the Mercer composite compensation data. The Compensation Committee also analyzed our equity 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 will also be issued under our Incentive Plan. Under this program,creates shareholder value but has a negative impact on equity overhang. Finally, the Compensation Committee establishes pre-determined objectiveconsidered the number of restricted stock units awarded to executive officers as a group, as compared to all restricted stock units awarded. In so doing, the Compensation Committee noted that it anticipates that this ratio will continue to be weighted toward the executive officer group as we transition away from our historical practice of granting equity incentive compensation to all employees. For example, new employees below the director level are now compensated under our profit sharing plan, rather through equity compensation.

The Compensation Committee has approved a pay-for-performance philosophy for the compensation of our executive officers that 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 Executive Compensation Review and those that participated in the industry survey reports used 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 talent; 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.

Base Salary

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 targets which must be accomplishedof the Company in the areas of responsibility of the executive officer, the overall financial performance of the Company, the experience of the executive, the executive’s role and responsibilities and particular background, and other significant accomplishments and contributions of the executive officer. An executive’s base salary is also evaluated together with other components of the executive’s compensation.

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Based on our financial performance for fiscal year 2016, including our evaluation of the corporate developments, accomplishments and events that occurred during fiscal year 2016, and an assessment of each executive officer’s performance of MBOs for fiscal 2016, we increased the base salaries for our NEOs for fiscal year 2017 as set forth below. For fiscal year 2017, the base salary of our President and CEO and CFO and Treasurer are now at the end50th percentile of base salaries for our peer group as provided in the ensuing third fiscal year. In fiscal 2013, we granted2016 Mercer Executive Compensation Report.

We believe that the first awards under this program which will pay cash compensation based on financial performance targets to be accomplished for fiscal 2015. These financial metrics are based on the company’s total revenues (50% weight), earnings before interest, taxes, depreciation, and amortization (“EBITDA”) (25% weight) and EPS (25% weight). The incentive bonus award to be paid is based on a target bonus amount as a percentage of fiscal 2015 base salary ranging from 20%increases for our President and CEO 15% for our named executive officers, to 10% for key management members. For any amount to be awarded and paid, minimum pre-determined financial metric thresholds must be surpassed. Otherwise no bonus amount is paid. Similarly, the bonus amount to be paid is capped.

Additionally, we have made the following changes to our compensation philosophyCFO and pay practices:

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Previously, we have 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 2013 Financial Performance

In fiscal 2013, we again achieved record financial revenue and operating profit. These results were driven by continued strong demand for our products and our ability to leverage our infrastructure to grow revenue. Specifically, revenue grew 24% from $496 million in fiscal 2012 to $613.2 million in fiscal 2013 and operating income increased 26% over the prior fiscal year to $228 million. Net income grew 31% over the prior fiscal year to $147.1 million. Similarly, earnings per diluted share were $1.77 for fiscal 2013 compared to $1.30 for fiscal 2012, growing by 36%. We also generated $174 million in cash flows from operations in fiscal 2013. With these strong financial results for fiscal 2013, we have continued our double digit compound annual growth rate for the past five years of 17% for revenues and 16% for operating income. Additionally, at our August 2013 earnings call for fiscal 2013, we announced fiscal 2014 guidance of continued double digit growth for revenues and EPS.

During fiscal 2013, we continued the progress of our strategic directives of growing our existing tests and markets, expanding our international presence and developing new products. Our lead product, BRACAnalysis, demonstrated solid year-over-year growth of 14%, as we increased our penetration in the oncology and women’s health segments. Colaris and Colaris AP revenues grew 20% year over year, BART revenues grew 335% year over year, and our other products increased 10% year over year. Our international operations continued to expand well during the fiscal year. Our clinical lab in Munich, Germany is now operational and we have sales representatives in Canada, France, Germany, Italy, Spain, Switzerland, and the United Kingdom, and distributor relationships in various countries worldwide. We increased our research and development expenditures by 26% over the prior fiscal year to $53.7 million, allowing us to continue to develop a strong and diverse pipeline of candidate tests across multiple disease indications with the announced introduction of three new molecular diagnostic products in fiscal 2014. Additionally, we continued to make good progress in developing our BRACAnalysis testing as a companion diagnostic for PARP inhibitors. We now have collaborations with six pharmaceutical companies to develop BRACAnalysis as a companion diagnostic test; and we recently obtained IDE approval from the FDA to use our BRACAnalysis testing with AstraZeneca’s olaparib product.

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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 $146 million of our common stock. We ended the year with $531 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 2013, the Compensation Committee awarded the following compensation to our named executive officers.

Fiscal Year 2013 Named Executive Officer Compensation

Annual Base Salary.

We review our annual 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 2013, the salaries of our named executive officers averaged 4% below the 75^th percentile of our peer group as reported in the Mercer Report (discussed below). For fiscal 2014, we increased executive salaries for our named executive officers, respectively, by 3.2% to 4.3%. We believe the salary increasesTreasurer were appropriate based on the performance and accomplishments for each of these individuals and to meet the company as a whole andminimum compensation guidelines at the achievement by the named executive officers of their MBOs established for fiscal 2013. Accordingly, we50^th percentile. 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 2014year 2017 are consistent with the 4%3 percent salary increase authorized by our Board for all companyCompany employees for fiscal 2014.year 2017.

Short-TermAnnual Cash Incentive Awards.Bonus

Named Executive Officers Annual Bonus (excluding PresidentThe annual cash incentive bonus amount is determined 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 CEO). other significant accomplishments and contributions of the executive officer.

For fiscal year 2016, for purposes of determining the short-term annual cash incentive bonuses forpaid to our namedNEOs and executive officers, for fiscal 2013,other than our President and CEO, the Compensation Committee again utilizedused a formulaic approach, based on a target incentive bonus as a percentage of base salary determined in early fiscal 2016, Company performance, and the achievement of MBOs and company performance.MBOs. The target incentive bonus as a percentage of base salary for each named executive officer rangesranged from 50%45 to 75%60 percent, depending on the responsibilities and experience of the named executive officer, and iswas based on the target incentive bonus percentagespercentage from our peer group for each of the individual named executive officers. The annual cash incentive bonus amount for each named executive officer was then determined based on the following formula: annual base salary of the named executive officer times (a) the named 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 named executive officer’s performance goals score (up to 100% based(based on degree of accomplishment of Company Financial MBOs and Individual MBOs as determined by the Compensation Committee). The annual cash bonus amount is capped, and, as a percentage, can never exceed 130 percent of the executive officer’s applicable target incentive bonus percentage.

For fiscal 2013, weyear 2016, our pre-established financial performance targets were based on our revenues and adjusted operating income. We achieved $613$753.8 million in revenues netand adjusted operating income of $174 million and EPS of $1.77.$179.5 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 (other than our President and CEO) had been met and surpassed.achieved at the 90

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percent level. Each executive officer was then scored on his or her Individual MBOs, as detaileddiscussed below for our NEOs under “Named Executive Officer Performance for Fiscal 2013”2016”. The composite MBO performance scores for the executive officer group ranged from 93%73 to 93 percent, with one executive officer achieving 100%. Finally, in light of the accomplishments for the company during fiscal 2013 for revenues, operating income, net income, free cash flow, and commercialized products and pipeline, as well as other accomplishments, for purposes of calculating the executive officers’ (other than

For our President and CEO)CEO, 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 the Compensation Committee increased the target bonus percentage to 130% for all executive officers. We believe this short-term cash bonus compensation is appropriate for the performance of the executive officer group for fiscal 2013.

President and CEO Annual Bonus under our Incentive Plan. The Compensation Committee granted a cash based award to our President and CEO was granted under theour 2013 Executive Incentive Plan.Plan (the “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

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our President and CEO, and based on the target incentive bonus percentages from our peer group, for presidents and chief executive officers, the Compensation Committee set the target incentive bonus as a percentage of base salary at 100%. for our President and CEO. Accordingly, our President and CEO’s annual cash incentive bonus for fiscal 2013year 2016 was determined based on the following formula:

Base Salary x× Target Incentive Bonus Percentage of 100% x(100% ) × Total Performance Factor.

The Total Performance Factor iswas based on fiscal 2013 companyyear 2016 Company revenues netand adjusted operating income and EPS and is calculated as follows:

(the Revenue Performance Factor x× 0.50) + (the NetAdjusted Operating Income Performance Factor x 0.25) + (the EPS Performance Factor x 0.25)× 0.50).

The Revenue Performance Factor equals 100%, increasedthe quotient of fiscal year 2016 total revenues divided by .75 percentage point for each $1 million in revenue above the designated total revenue goaltarget for fiscal 2013 and decreased by .75 percentage point for each $1 million in revenue below the revenue goal.year 2016. The NetAdjusted Operating Income Performance Factor equals 100%, increasedthe quotient of fiscal year 2016 adjusted operating income divided by three percentage points for each $1 million in net income above the designated netadjusted operating income goaltarget for fiscal 2013 and decreased by three percentage points for each $1 million in net income below the net income goal. The EPS Performance Factor equals 100%, increased by three percentage points for each $0.01 EPS above the designated EPS goal for fiscal 2013 and decreased by three percentage points for each $0.01 EPS below the designated EPS goal.year 2016. However, as set forth in the Section 162(m) Incentive Plan in no event may the Total Performance Factor exceed 130% and so there is a separate cap on the payment may nottotal amount that can be greater than $5 million.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.

For fiscal 2013, we achieved $613 million in revenues, net income of $174 million and EPS of $1.77. Based on theseour financial results for fiscal year 2016, the Compensation Committee determined that Mr. MeldrumCapone had accomplished and surpassed all of the fiscal 2013 performance goals set for him under the Incentive Plan and he received a cash incentive bonus of $1,241,500. Specifically, Mr. Meldrum achieved a Revenue Performance Factor of 132%, a Net Income Performance Factor of 165% and an EPS Performance Factor of 187%, for a Total Performance Factor of 154%90.9%. However,Accordingly, the Compensation Committee determined the annual cash incentive bonus for Mr. Capone for fiscal year 2016 in the amount of $727,200.

Because we only partially achieved the revenue and adjusted operating income performance goals we set, and based on the accomplishment of Individual MBOs for the executive officer group, the annual cash incentive bonus for fiscal year 2016 was reduced by 7 to 27 percent from target levels for the executive officer group.

The Compensation Committee determined the annual cash incentive bonuses for our NEOs for fiscal year 2016 as set forth in the Incentive Plan, in no event may the Total Performance Factor exceed 130%, so Mr. Meldrum was awarded the maximum allowable amount. In addition,chart below.

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We believe that this cash incentive bonus compensation is appropriate based on the achievementperformance of Mr. Meldrum’s Individual MBOs the Compensation Committee did not reduce the amount payable to Mr. Meldrum.executive officer group for fiscal year 2016. The Compensation Committee believed the financial performance targets set for our annual cash incentive bonuses for our NEOs to be challenging, without any guarantee that the performance targets could be accomplished.

For fiscal year 2017, 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 year 2016. The Compensation Committee established the following target incentive bonus percentages for our NEOs which will be used in determining annual cash incentive bonus amounts for fiscal year 2017 performance. These are unchanged from the targets established for fiscal year 2016, except for Mr. Riggsbee whose target incentive bonus percentage was increased to 60 percent based on his responsibilities as our CFO and Treasurer. Additionally, Mr. Capone’s fiscal year 2017 annual cash incentive bonus was granted under our 2013 Executive Incentive Plan based on the predetermined financial performance metrics set by our Compensation Committee.

Long-Term Incentive Awards

To incentivize and reward long-term performance by our executives, we currently provide two forms of long-term incentive compensation: a three-year cash incentive bonus and the award of restricted stock units. These cash and equity-based incentive 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 that this fosters an executive culture that aligns our officers’ interests with the long-term interests of our stockholders. The Compensation Committee determines the terms of all equity incentive awards for our NEOs, including our President and CEO. Beginning in fiscal year 2015, we granted our employees, executive officers and Board restricted stock units rather than stock options in order to reduce the dilutive effect of our equity compensation program.

Three-Year Cash Incentive Bonus. In September 2013, the Compensation Committee established a long-term cash incentive bonus for our executive officers based on predetermined, objective financial formula-based performance targets to be accomplished at the end of the third ensuing fiscal year or fiscal year 2016. The Compensation Committee believed that these financial performance targets, based on annual double-digit growth, if accomplished, would represent strong financial growth for the Company over the three year period. The financial metrics established for these payouts were based on the Company’s total revenues (50 percent weight), earnings per share (25 percent weight) and EBITDA (25 percent weight). The three-year incentive bonus award amount was based on a target bonus amount as a percentage of fiscal year 2016 base salary of 20 percent for our President and CEO and President of MGL and 15 percent for our other executive officers. (For our three-year cash incentive bonuses awarded after fiscal year 2014, the bonus amount is based on

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base salary in the year the award is established and not at the effective salary at the end of the third year.) Based on the Company’s financial performance, none of the target thresholds under the plan were achieved. Accordingly, there was no payout under the fiscal year 2014-2016 three-year, long term, cash incentive plan.

For fiscal year 2016, the Compensation Committee determined to continue our long-term cash incentive bonus program for our executive officers and established in September 2015 predetermined, objective financial formula-based performance targets of revenue (50 percent weight) and EBITDA (50 percent weight) which must be accomplished at the end of fiscal year 2018. For any amount to be paid, the minimum predetermined financial metric thresholds must be surpassed; otherwise, no bonus amount will be paid. Under this program, the incentive bonus award amount is based on a target bonus amount as a percentage of fiscal year 2016 base salary of 20 percent for our President and CEO and 15 percent for our other executive officers. For all executive officers, the target bonus percentage and bonus amount is capped. We believe that the three-year cash incentive bonus adds an additional long-term incentive metric to motivate our executives to achieve financial metrics and operational goals, which will benefit long-term shareholder value. As these financial performance targets are based on double-digit revenue growth for the Company, the Compensation Committee believed the financial performance targets to be challenging, without any guarantee that the performance targets could be accomplished, in light of growing operational, reimbursement and competitive factors which couldmay adversely affect the company’sCompany’s financial performance. Thus, the performance targets were set at a level that, if obtained, the companyCompany would have accomplished continued strong financial performance.

Long-Term Incentive Awards.

Three Year Cash Incentive Bonus Plan. The Compensation Committee determined to initiate an additional long-termthree-year cash incentive bonus program which will also be issuedawards made to our NEOs for fiscal year 2016, and the maximum amount payable under these awards, are reported in the table for 2016 Fiscal Year Grants of Plan Based Awards.

In September 2016, for our Incentive Plan. In December 2012,fiscal year 2017, the Compensation Committee established pre-determined objectivethe 2019 three-year cash incentive plan. In response to comments from our shareholders relative to over-dependence on revenue for financial metrics, the Compensation Committee replaced the EBITDA metric to now include target performance targetsgoals based on profitability (weighted 25 %) and diversification (weighted 25%). We believe these new performance goals will further support the Company’s strategic initiatives to improve operating returns and diversify revenues which will enhance our long term shareholder growth and value.

The following table summarizes the three-year cash incentive awards established for our executive officers that were outstanding as of the date of this Proxy Statement.

Initial Equity Awards. Beginning in fiscal 2015, executives who join us, who are granted equity, are granted restricted stock unit awards. The amount of the initial restricted stock unit award and vesting schedule are determined based on the executive’s position and analysis of the competitive practices of the companies similar in size as 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. In general, one-fourth of each initial equity award will vest on an annual basis over four-plus years.

Annual Equity Incentive Awards. In response to continued comments from our stockholders, we will continue to issue long-term equity incentive compensation grants in restricted stock units with one-fourth of the units granted vesting on an annual basis. Additionally, for our NEOs, the restricted stock units awarded are subject to achievement of a predetermined, formula-based, one-year revenue target that must be accomplishedachieved in order for the award to commence vesting. Thus, for our NEOs, the actual number of restricted stock units earned will be determined based on the percentage achievement of the predetermined revenue target with no award being earned if a minimum revenue threshold is not achieved; thereafter, and only if the minimum threshold has

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been achieved, vesting of the award is based on the NEO’s continued employment with us. In determining the amount of equity compensation to be awarded, the Compensation Committee will consider 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; the accomplishments of the executive officer as measured by achievement of MBOs; 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 equity compensation. We also take into consideration the total number of our outstanding shares of our common stock, the relative dilution to stockholders, as well as our gross equity burn rate, issued equity overhang and total equity overhang. The size of the option grant or restricted stock unit award generally increases as the rank and responsibilities of the executive officer increases.

Restricted stock unit awards are made once a year at our Compensation Committee meeting held in connection with the endBoard of fiscal 2015.Director 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 is granted are set well in advance. The Compensation Committee believesdoes not time the grant of equity compensation with respect to the release of material nonpublic information, whether or not that these financial performance targets, if accomplished, would represent strong financial growthinformation may favorably or unfavorably impact the price of our common stock. Restricted stock unit awards for the company over the longer term period; however, there is no certainty that even the minimum pre-determined financial target may be met. These financial metrics are based on the company’s total revenues (50% weight), EBITDA (25% weight) and EPS (25% weight). Under this program, the incentive bonus award amount is based on a target bonus amount as a percentage of base salary of 20% forexecutive officers, including our President and CEO, are approved by the Compensation Committee.

In order to reflect our pay for performance philosophy, and 15% for our other named executive officers. For any amountin response to beshareholders concerns regarding the dilutive impact of equity incentive compensation, we reduced the level of RSUs awarded and paid, minimum pre-determined financial metric thresholds must be surpassed. Otherwise no bonus amount is paid. Similarly, the target bonus percentage and bonus amount to be paid is capped and no payment may be greater than $5 million.

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Stock Option Awards. The Compensation Committee provides annual stock option awards which vest ratably over four years pursuant to our 2010 Plan. These equity-based awards help ensure that our executive officers have a stake in our long-term successfiscal year 2016 by providing an incentive not only to improve the overall growth and long-term value of Myriad, but to continue their employment with the Company so as to vest in the option awards. To further support the importance of our long-term incentive program, we have determined that long-term incentives should be targeted at the 75^th percentile of long-term compensation provided by our peer group.approximately 25%. Based on the 2016 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 restricted stock option grantunit awards made inon September 201215, 2015, based on fiscal year 2015 performance, to our then President and CEO was 5% below the 75^th50th percentile, from our peer group of President and CEOs, and for our named executive officers as a group was above the 75^th50th percentile of long term compensation reported for our peer group. WhileCFO and Treasurer. These awards were later reduced by 4.6 percent based on the averagelevel of achievement of fiscal 2016 revenues, the financial performance metric for fiscal 2016 associated with the grant of these restricted stock units. The long-term incentive value of the annual restricted stock option grantsunit awards made to the named executive officers exceeded the 75th percentile, the aggregate number of stock options awarded forour NEOs in fiscal 2013 to each of our named executive officers was the same number of stock options awarded for fiscal 2012, except for Mr. Capone who received a 15% increaseyear 2016 is reported in the numbertable for 2016 Fiscal Year Grants of stock options awarded to him (in light of his responsibilitiesPlan Based Awards and contributions to the company as the President of Myriad Genetic Laboratories, Inc.). Hence the increase in value is largely attributable to the increased price of the company’s common stock on the date of grant which results in an increase in thewas determined at their grant date fair value of the option as required to be calculated in accordance with FASB ASC Topic 718. 718 based on achieving 100% of the award.

We felt thisthe RSU award levels were appropriate based on the comparative long-term peer group compensation data from the 2016 Mercer Report,Executive Compensation Review, given the company’sCompany’s performance relative to its peers, the individual accomplishments of our named executive officersNEOs during fiscal year 2015, including our President and CEO, relative to their MBOs and to continue to place an increased weighting of compensation on long term equity compensation. We also believe these equity awards, now directed to the 50^th percentile for our long-term incentive compensation isPresident and CEO and CFO and Treasurer, were appropriate based on the Company’s financial performance. Thus, these equity awards appropriately reward our executives for their consistent past performance, and reflectsincentivize our executives to work hard to continue to deliver similar performance and to remain employed at the long-term performance of the executive officers as indicated by our strong financial and operational performance for fiscal 2013 and over the past five years.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 whichthat 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.

For fiscal 2013, 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. The

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Compensation Committee uses this competitive market data on compensation in determining annual salary compensation for fiscal 2014, short-term incentive compensation for fiscal 2013 and long-term incentive compensation for fiscal 2014 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 which are the same peer companies used by Mercer last year with the additions of Alkermes, Onyx Pharmaceuticals and United Therapeutics as replacements for Gene Probe, Inc., Human Genome Sciences, Inc. and Medicis Pharmaceuticals which have been acquired.

In addition, Mercer gathered competitive market data from the 2012/2013 Mercer US Global Premium Executive Remuneration Suite and the 2012 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 equity compensation, the Compensation Committee analyzed, amongst other criteria, the average equity compensation, using the Black 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. The Compensation Committee 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.

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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, ourthe 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, ourthe 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 ourthe President and CEO. In the case of our President and CEO, the 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 ourfor the 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 stock options.equity incentive compensation. The annual cash incentive bonus amount, salary adjustments, and long-term incentive compensation for the executive officersour President and CEO 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 year 2016 were based on total revenues netand adjusted operating income, and/or EPS (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%50 percent of the total weighting of each executive officer’s MBOs,MBOs.

From time to time, for those designated, an executive officer’s incentive compensation may be awarded and 60% inadministered under our 2013 Executive Incentive Plan, whereby 100 percent of short-term incentive cash compensation (annual cash incentive bonus) and grants of restricted stock units are based on pre-established, objective financial performance targets and are subject to a cap. It is intended that incentive compensation paid under the case2013 Executive Incentive Plan will be deductible for tax purposes under Section 162(m) of the President of Myriad Genetic Laboratories, Inc. While our President and CEO’s short-term incentive compensation is awarded under our Incentive Plan, based 100% on the pre-determined financial metrics which for fiscal 2013 was our Company Financial MBOs, our President and CEO is still given MBOs for individual objectives whichInternal Revenue Code; however, the Compensation Committee takes into considerationmay award compensation which does not qualify under Section 162(m) in determining otherorder to accomplish the compensation awarded to our President and CEO and whether his short-term incentive compensation is to be reduced.goals of the Company.

The MBOs for our named executive officersNEOs for fiscal year 20132016 were as follows:

Peter D. Meldrum,Mark C. Capone, President and CEO —– manage the companyCompany to achieve designated financial targets for total revenues netand adjusted operating income and EPS for fiscal 2013;year 2016; achieve designated financial targets for

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transition of hereditary cancer market to myRisk testing with designated percentages of hereditary cancer revenues from long-term payer contracts; achieve financial targets for increased revenue from non-hereditary cancer testing products; and achieve financial target for revenues from international operations.

R. Bryan Riggsbee, Chief Financial Officer and Treasurer – manage the international commercial operations and expansion; and identify and submit to the Strategy Committee strategic opportunities for expansion of the Company’s products, technologies and businesses.

Mark C. Capone, President, Myriad Genetic Laboratories, Inc. — manage the company and Myriad Genetic Laboratories, Inc. (“MGL”)Company to achieve designated financial targets for total revenues netand adjusted operating income and EPS for fiscal 2013; achieve acceptable CMS reimbursement pricing for specific company products; accomplish specified revenue goals for new product launches;year 2016; increase level of income generation from international operations; continue development work on financial function in support of operations; develop internal audit function on enterprise risk; and advance and achieve designated launch dates for new molecular diagnostic tests.improved investor relations.

JamesJerry S. Evans,Lanchbury, Ph.D., Chief FinancialScientific Officer and Treasurer —– manage the companyCompany to achieve designated financial targets for total revenues netand adjusted operating income and EPS for fiscal 2013; attract new major stockholders;

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favorably manage communications with research analysts on financial reporting expectations;year 2016; achieve one approved investigational device exception (“IDE”) submission and work with stockholders and industry review organizations to support proposed annual increasesone premarket approval (“PMA”) submission from our product pipeline; initiate early access launch for a tumor product in authorized sharesthe U.S.; provide proof of concept for our equity plans.

Jerry S. Lanchbury, Ph.D., Chief Scientific Officer — manage the company to achieve designated financial targets for total revenues, net income and EPS for fiscal 2013; and developat least two long – term product opportunities; and complete validationtechnical transfer for Clinical Laboratory Improvement Amendments of three candidate products, including acceptance of supportive publications in peer-reviewed journals.1988 (“CLIA”) homologous recombination deficiency (“HRD”) process to Myriad Genetic Laboratories.

Richard M. Marsh, Executive Vice President, General Counsel and Secretary —– manage the companyCompany to achieve designated financial targets for total revenues and adjusted operating income for fiscal year 2016; continue to develop and implement Company’s intellectual property strategy; implement and oversee compliance plans for affiliated group, including international activities; and completion of global tax minimization plan.

Bernard F. Tobin, President Crescendo Bioscience, Inc. –manage the Company to achieve designated financial targets for total revenues and adjusted operating net income for fiscal 2016; manage Crescendo to achieve financial targets for total revenues and operating loss in fiscal year 2016; complete studies to support guideline adoption and reimbursement for Vectra DA; and achieve targeted cost savings for fiscal year 2016.

Named Executive Officer Performance for Fiscal 2016

President and CEO: Based on our financial results for fiscal year 2016, the Compensation Committee determined that Mr. Capone had achieved 90.9% of the financial performance targets set for him under the Company Financial MBOs for fiscal 2016. The Compensation Committee also determined that Mr. Capone had accomplished his Individual MBOs based on the transition of all of the Company’s targeted accounts to myRisk testing with 65% of hereditary cancer revenues from long-term payer contracts; the increase in revenue from non-hereditary cancer testing products; and the increase in revenues for international operations. Additionally, the Compensation Committee noted that under Mr. Capone’s supervision, the Company’s achieved the additional MBOs set forth below.

Other Named Executive Officers. The Compensation Committee determined that the other NEOs had substantially accomplished the Company Financial MBOs and their respective Individual MBOs based on:

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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. Beginning in fiscal 2013, stock option awards have been made once a year in connection with the Compensation Committee’s September meeting based on the value of long-term equity 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, long-term cash incentive bonus awards and equity grants for the executive officers are determined within the discretion of the Compensation Committee. The long-term cash incentive bonuses are awarded and paid under the Incentive Plan. The equity grants are awarded under the 2010 Plan.

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. The annual cash incentive bonus is awarded and paid as provided for under the Incentive Plan. Beginning in fiscal 2013, stock option awards have been made once a year in connection with the Compensation Committee’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 in compliance with the Incentive Plan, and (iii) determining and approving his compensation, including the award of equity compensation and the long-term cash incentive bonus award, 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. The long-term cash incentive bonuses are awarded and paid under the Incentive Plan. The equity grants are awarded under the 2010 Plan.

Elements of our Compensation Program

The compensation program for our executive officers consists principally of base salary, an annual cash incentive bonus, long-term compensation in the form of a three year cash incentive bonus award and stock

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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. The long-term cash incentive bonus awards and stock option awards also form an important part of our compensation strategy. These incentive bonus awards and 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 achieving three-year financial performance targets and 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, establishment of pre-set annual and three year financial performance targets, and pre-set limits on short-term incentive compensation in the form of annual cash bonuses and our long-term cash incentive bonus awards.

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 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 2013 base salary of Mr. Meldrum falls at the 75^th percentile and the fiscal 2013 salaries for each of our other named executive officers, averaged as a group, 6.4% 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 2013 and an assessment of each

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executive officer’s performance of MBOs for fiscal 2013, we increased the base salaries for our named executive officers for fiscal 2014 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.

For purposes of determining the cash incentive bonuses for our executive officers for fiscal 2013, other than our President and CEO, 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 Individual 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 EPS, stock repurchases, and cash position, increase in stockholder value, among other accomplishments, the Compensation Committee increased the target incentive bonus percentages for each executive officer other than our President and CEO from 20% above target (for fiscal 2012) to 30% above target for purposes of determining incentive bonuses for fiscal 2013. With respect to the scoring of each 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

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of the financial goals for fiscal 2013 as further described in more detail below. Accordingly, based on the foregoing formula, and including our assessment of each executive officer’s performance of MBOs for fiscal 2013, as discussed below, we determined the following cash incentive bonuses for our named executive officers for fiscal 2013 as set forth in the chart below.

The annual cash incentive bonus for our President and CEO for fiscal 2013 was awarded under the terms of our Incentive Plan. The Compensation Committee determined that Mr. Meldrum had accomplished and surpassed all of the fiscal 2013 performance goals set for him under the Incentive Plan. Specifically, he achieved a Revenue Performance Factor of 132%, a Net Income Performance Factor of 165% and an EPS Performance Factor of 187%, for a Total Performance Factor of 154%. However, as set forth in the Incentive Plan, in no event may the Total Performance Factor exceed 130%, so Mr. Meldrum was awarded the maximum allowable amount. In addition, based on the achievement of Mr. Meldrum’s Individual MBOs the Compensation Committee did not reduce the amount payable to Mr. Meldrum. The Compensation Committee believed these financial performance targets to be challenging, without any guarantee that the performance targets could be accomplished in light of growing operational, reimbursement and competitive factors which could adversely affect 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. Accordingly, as discussed in more detail below, we determined the following cash incentive bonuses for our named executive officers for fiscal 2013.

For fiscal 2014, except for our President and CEO and President of Myriad Genetic Laboratories, Inc., 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 2013. In the case of our President and CEO and President of Myriad Genetic Laboratories, Inc., their fiscal 2014 annual cash incentive bonus awards were granted under our Incentive Plan. The Compensation Committee established the following target incentive bonus percentages for our named executive officers which will be used in determining annual cash incentive bonus amounts for fiscal 2014 performance. These are unchanged from the targets established for fiscal 2013.

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Named Executive Officer Performance for Fiscal 2013

The salary adjustments for fiscal 2014 and cash incentive bonuses for fiscal 2013 were awarded to our named executive officers after determining the level to which each individual officer satisfied his annual MBOs for fiscal 2013 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) paid to our named executive officers in fiscal 2013 averaged slightly above the 75^th percentile. As detailed below, we believe this was appropriate in light of our strong financial performance for fiscal 2013, the responsibilities of the individual executive officers and their contribution to the success and accomplishments of the company for fiscal 2013.

President and CEO. Based on our financial results for fiscal 2013, the Compensation Committee determined that Mr. Meldrum had accomplished and surpassed all of the financial performance targets set for him under the Incentive Plan for fiscal 2013. The Compensation Committee also determined that Mr. Meldrum had accomplished all of his Individual MBOs based on the continued progress of our international operations, including the opening of our clinical laboratory in Germany and sales offices in Europe and the rest of the world and work with the Strategic Committee in identifying and considering various strategic opportunities.

Based on the Mercer Report, Mr. Meldrum’s fiscal 2013 salary was at 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 2014 was increased by 4.2% to $995,000. Mr. Meldrum’s fiscal 2013 cash incentive bonus was $1,241,500 based on the accomplishment of all of his pre-determined financial performance incentives under the Incentive Plan. The increase in Mr. Meldrum’s fiscal 2013 cash incentive bonus was reflective of the accomplishment of his pre-determined financial performance incentives under the Incentive Plan based on the company’s strong financial and other accomplishments during fiscal 2013. As a result, Mr. Meldrum’s total fiscal 2013 cash compensation (fiscal 2013 salary and fiscal 2012 cash incentive bonus (which was paid in fiscal 2013)) was 3% above the 75^th percentile of the reported survey compensation data. The Compensation Committee believes that setting Mr. Meldrum’s total cash compensation above the 75^th percentile is appropriate in light of the skill and experience and leadership that Mr. Meldrum brings to the company, and in light of the company’s strong fiscal 2013 financial performance.

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:

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Based on the Mercer Report, Mr. Capone’s fiscal 2013 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 95%, and his base salary for fiscal 2014 was increased by 3.9% to $566,000. Mr. Capone’s fiscal 2013 cash incentive bonus (paid in fiscal 2014) was $505,000 based on his performance goal score of 95% times his target bonus percentage of 75% which was adjusted 30% upwards to 97.5% by the Compensation Committee. The increase in Mr. Capone’s fiscal 2013 cash incentive bonus was reflective of the accomplishment of his MBOs and the Company’s accomplishments during fiscal year 2013. As a result, Mr. Capone’s total fiscal 2013 cash compensation (fiscal 2013 salary and fiscal 2012 cash incentive bonus (paid in fiscal 2013)) was between the 50^th and 75^th percentile of the reported survey compensation data.

Based on the Mercer Report, Mr. Evans’ fiscal 2013 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 2014 was increased by 3.7% to $475,000. Mr. Evans’ fiscal 2013 cash incentive bonus was $327,000 based on his performance goal score of 100% times his target bonus percentage of 55% which was adjusted 30% upwards to 71.5% by the Compensation Committee. The increase in Mr. Evans’ fiscal 2013 cash incentive bonus was reflective of the accomplishment of his MBOs and the Company’s accomplishments during fiscal year 2013. As a result, Mr. Evans’ total fiscal 2013 cash compensation (fiscal 2013 salary and fiscal 2012 cash incentive bonus (paid in fiscal 2013)) was between the 50^th and 75^th percentile of the reported survey compensation data.

Based on the Mercer Report, Dr. Lanchbury’s fiscal 2013 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 93%, and his base salary for fiscal 2014 was increased by 4.3% to $456,000. Dr. Lanchbury’s fiscal 2013 cash incentive bonus was $264,000 based on his performance goal score of 93% times his target bonus percentage of 50% which was adjusted 30% upwards to 65% by the Compensation Committee. The increase in Dr. Lanchbury’s fiscal 2013 cash incentive bonus was reflective of the accomplishment of his MBOs and the Company’s accomplishments during fiscal year 2013. As a result, Dr. Lanchbury’s total fiscal 2013 cash compensation (fiscal 2013 salary and fiscal 2012 cash incentive bonus (paid in fiscal 2013)) 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 2013 salary was at the 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 95%, and his base salary for fiscal 2014 was increased by 3.2% to $456,000. Mr. Marsh’s fiscal 2013 cash incentive bonus was $276,000 based on his performance goal score of 95% times his target bonus percentage of 50% which was adjusted 30% upwards to 65% by the Compensation Committee. The increase in Mr. Marsh’s fiscal 2013 cash incentive bonus was reflective of the substantial accomplishment of his MBOs and the Company’s accomplishments during fiscal year 2013. As a result, Mr. Marsh’s total fiscal 2013 cash compensation (fiscal 2013 salary and fiscal 2012 cash incentive bonus (paid in fiscal 2013)) was between the 50^th and the 75^th percentile of the reported survey compensation data.

Long-Term Incentives

To incentivize and reward long-term performance by our executives, we provide two forms of long-term incentive compensation; a three year cash incentive bonus and the award of stock options. These cash and equity-based incentive 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 three year incentive performance program which issues awards under our Incentive Plan provides for the payment of cash compensation if pre-determined financial goals for the third ensuing fiscal year are met. For example, the goals established in fiscal 2013 are the financial metrics the company must meet by the end of fiscal 2015. Hence, the first payments, if any, under the three year cash incentive bonus awards will not be until the conclusion of fiscal

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2015. Our 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; however, beginning in fiscal 2013 we made a single, annual stock option grant. 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 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.

Annual Stock Option Awards. 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. The Compensation Committee believes that stock options provide management with a strong link to long-term corporate performance and the creation of stockholder value. Stock option awards are made once a year at our Compensation Committee meeting held in connection with the Board of Director 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 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.

We intend that the annual aggregate value of these stock option 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 and responsibilities 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.

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 and responsibilities 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.

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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 annual stock option grant awards made to the named executive officers on September 12, 2012 averaged, as a group, 10% above the 75^th percentile of the long-term equity compensation data. The long-term incentive value of the annual stock option grant awards made to the named executive officers for fiscal 2013 are reported in the table for 2013 Fiscal Year Grants of Plan Based Awards and was determined in accordance with ASC Topic 718, utilizing the Black Scholes value for options. While the average long-term incentive value of the annual stock option grants made to the named executive officers exceeded the 75^th percentile, the aggregate number of stock options awarded for fiscal 2013 to each of our named executive officers was the same number of stock options awarded for fiscal 2012, except for Mr. Capone who received a 15% increase in the number of stock options awarded to him (in light of his responsibilities and contributions to the company as the President of Myriad Genetic Laboratories, Inc.). Hence the increase in value is largely attributable to the increased price of the company’s common stock on the date of grant which results in an increase in the grant date fair value of the options as required to be calculated in accordance with ASC Topic 718. 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 equity 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.

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. We may also provide certain compensation benefits in connection with the retirement of our executive officers based on their accomplishments and tenure of employment with us.

Termination-BasedTermination and Change-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) to reinforce and encourage the continued employment and dedication of our named executive officers without distraction

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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. In September 2015 in response to shareholder concerns, we entered into amendment to these retention agreement with our executive officers in order to eliminate the tax gross-up set forth therein that allowed for payments to be made by the Company to the executive officers to offset any excise taxes incurred by the executive officer in the event that any change of control payments are subject to excise tax under Section 4999 of the Code.

For the payments each of our named executive officersNEOs is entitled to receive upon a change-in-control see “Executive 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 a base salary, an annual cash incentive bonus, long-term incentive compensation in the form of a three yearthree-year cash incentive bonus award and long-term compensation in the form of stock options.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.

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We currently utilize long term equity incentive compensation in the form of restricted stock optionsunits as a substantial component of compensation as the(prior to fiscal year 2015 we utilized stock options). The Compensation Committee views the award of restricted stock optionsunits as a primary long-term retention benefit by tying the earning of these awards to a vesting schedule that will be over a period greater than four yearyears for full vesting schedule.of restricted stock units. If an employee leaves the Company before the completion of the vesting period, then that employee wouldwill not receivebe entitled to any benefit from the non-vested portion of histhe award. However, in connection with an executive officer’s separation of employment, we may accelerate a portion of non-vested equity grants as may be negotiated in the executive officer’s separation or resignation agreement. Additionally, for our NEOs, the restricted stock unit award also has a performance metric that, if not met, would require the NEO to forfeit a portion up to the entire restricted stock unit award regardless of the additional requirement of vesting. 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.the Company. Similarly, our three-year cash incentive bonus awards promote long-term performance by establishing significant growth performance targets that must be met over a three-year period. This long-term cash incentive bonus also promotes retention of our executives as no payment is made under our three yearthree-year cash incentive bonus awards if the executive officer is not employed byon the company when payment is to be made. Under our 2010 Plan we may also issue restricted stock awards as a componentlast day of long-term incentive compensation. Because we anticipate that any such restricted stock awards will generally vest over a four-year period similar 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.three-year performance period.

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.

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.

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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, 20132016 and were serving as executive officers as of June 30, 2013.2016.

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20132016 Fiscal Year Grants of Plan-Based Awards

The following tables show information regarding grants of non-equity and equity awards that we made during the fiscal year ended June 30, 20132016 to each of the executive officers named in the Summary Compensation Table.