UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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

Check the appropriate box:

Myriad Genetics, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

MYRIAD GENETICS, INC.

October 14, 201412, 2017

Dear Stockholders,

You are cordially invited to attend the 20142017 Annual Meeting of Stockholders of Myriad Genetics, Inc. (the “Annual Meeting”) to be held at 9:00 a.m. MST on Thursday, December 4, 2014,November 30, 2017, 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, three persons will be elected to theour Board of Directors. We also will also seek stockholder approval to amend(i) of our 2010proposed 2017 Employee, Director and Consultant Equity Incentive Plan. We will alsoPlan; (ii) to re-approve our 2013 Executive Incentive Plan, as amended (IRC section 162(m) plan); and (iii) to ask stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for ourthe fiscal year ending June 30, 2015.2018. 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.statement, and on the frequency of holding an advisory vote on the compensation of our named executive officers. The Board of Directors recommends the approval of eachall of these proposals. Such otherproposals, and a vote for a frequency of holding an annual advisory vote on the compensation of our named executive officers every year. Other 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 14, 2014,12, 2017, 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 20142017 Annual Meeting of Stockholders and our 20142017 annual report on Form 10-K 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. Meldrum

President and Chief Executive Officer

Sincerely,

Mark 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 20142017 ANNUAL MEETING OF STOCKHOLDERS

TIME: 9:00 a.m. MST

DATE: Thursday, November 30, 2017

PLACE: The offices of Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah 84108

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 7, 2014.4, 2017. 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 “Important Information About the Annual Meeting and Voting—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 14, 2014,12, 2017, 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

BY ORDER OF THE BOARD OF DIRECTORS

Richard M. Marsh

Secretary

October 14, 201412, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON DECEMBER 4, 2014NOVEMBER 30, 2017

This proxy statement and our annual report on Form 10-K to stockholders for the fiscal year ended June 30, 20142017 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 Reportannual report on Form 10-K, which includes our financial statements for the fiscal year ended June 30, 2014,2017, on the website of the Securities and Exchange Commission atwww.sec.gov, or in the “Financial Reporting/SEC Filings” section of the “Investors” section of our website atwww.myriad.com. You also may also obtain a printed copy of our Annual Reportannual 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.

20142017 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 4, 2014NOVEMBER 30, 2017

This proxy statement, along with the accompanying Notice of 20142017 Annual Meeting of Stockholders, contains information about the 20142017 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 14, 2014,12, 2017, 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 4, 2014,November 30, 2017, at 9:00 a.m. MST and any adjournments of the meeting.Annual Meeting. The proxy statement, along with the accompanying Notice of 2017 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 2017 Annual Meeting of Stockholders, and our annual report on Form 10-K to stockholders for the fiscal year ended June 30, 20142017 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 14, 2014.12, 2017.

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

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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 7, 20144, 2017 are entitled to vote at the Annual Meeting. On this record date, there were 72,997,97869,206,848 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 4, 2017, 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 3, 2014.November 29, 2017.

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

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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.

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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 34 if it does not receive instructions from you.you and does not have the ability to vote your uninstructed shares on any other proposal. 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 street name it is critical that you cast your vote if you want your vote to be counted for the election of directors (Proposal 1 of this proxy statement). In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your bank, broker or other nominee was allowed to vote your shares on your behalf in the election of directors as it deemed appropriate. In addition, your bank, broker or other nominee is prohibited from voting your uninstructed shares on any matters related to the equity incentive plan 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 incentive plan, or executive compensation, no votes will be cast on these proposalsany proposal on your behalf.behalf other than the ratification of the selection of the public accounting firm.

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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.

What Constitutes a Quorum for the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority of the voting power 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 4, 2014November 30, 2017 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 address

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

Electronic Delivery of Company Stockholder Communications

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

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of September 1, 20142017 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, 20142017 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 72,371,52268,666,713 shares of common stock outstanding on September 1, 2014.2017.

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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 20162019 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, 2014,14, 2017, our Board of Directors accepted the recommendation of the Nominating and Governance Committee and voted to nominate Walter Gilbert, Ph.D., Dennis H. Langer, M.D., J.D., and Lawrence C. Best for election at the Annual Meeting for a term of three years to serve until the 2017 annual meeting2020 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, 2014,2017, 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.DM.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

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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 40 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

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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 is a founding director of the President’s Council at Massachusetts General Hospital. Within the past five years Mr. Best also has also served on the Board of Directors of Haemonetics Corp, Biogen, Inc. and Biogen Idec, Inc. Mr. Bestas 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 2013 served aswas the Interim CEO for GeneNews Limited. Dr. DreismannHe currently serves on the Board of Directors of GeneNews Limited, Ignyta, Inc., and PDI, Inc. During the past five years, Dr. Dreismann previously served on the Board of Directors of Nanogen, Inc.,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. From January 2013 to July 2014 Dr. Langerhe 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. Dr. LangerHe currently serves on the Board of Directors of Dicerna Pharmaceuticals, Inc. and Pernix Therapeutics Holdings, Inc. During the past five years, Dr. Langer previously served on the BoardBoards of Directors ofDelcath Systems, Inc. and Myrexis, Inc., 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.

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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, 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.

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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.

Committees of the Board of Directors and Meetings

Meeting Attendance. During the fiscal year ended June 30, 2014,2017, or fiscal 2014,2017, there were six meetings of the Board of Directors, and the various committees of the Board met a total of 11 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 2014.2017. 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 2013 annual meeting2016 Annual Meeting, all members of stockholders, we had seven board members, fivethe Board of whom attended the 2013 annual meeting. Dr. Gilbert and Ms. PhanstielDirectors were excused from the meeting to attend to personal matters.in attendance.

Audit Committee. Our Audit Committee met five times during fiscal 2014.2017. 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 Investors—Investor 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 fourtwo times during fiscal 2014.2017. 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

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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 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 Investors—Investor 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 — Compensation Discussion and Analysis.” The

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Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its duties. InFor purposes of our fiscal 2014,year 2017 executive compensation determinations, 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 review the compensation of our Board of Directors.industry. Mercer also was also engaged to provide the Compensation Committee an analysis of, and recommendations for, annual salary compensation, for fiscal 2015, short-term incentive compensation, for fiscal 2014, 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 2014.2017. 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—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

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stockholder recommendations for proposed director 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.

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

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

Strategic Committee.Our Strategic Committee met two times during fiscal 2017. This committee currently has three members,members: Dr. Henderson (Chair)(chair), Mr. Best and Dr. Dreismann. ThisThe committee’s roleroles and responsibilities are set forth in the Strategic Committee’s written charter and include advising and consulting with senior management on a broad range of strategic initiatives and making recommendations to the Board regarding such opportunities. A copy of the Strategic Committee’s written charter is publicly available on the Investors—Investor Information — Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

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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.

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Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations department at (801) 584-3600.584-1143. 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 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, 2014)2017) and position of each of our current executive officers:

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

Mark C. CaponeAlexander Ford, President of Myriad Genetic Laboratories, Inc. (“MGL”), a wholly owned subsidiary of Myriad, has served in his current role since July 1, 2015. Mr. Ford joined usMyriad in October 2002. Mr. Capone initiallyJune 2010. Before being named to his current position, he served as our Vice Presidentthe Chief Commercial Officer of Sales until he was named Chief Operating Officer in February 2006, a position he held until his promotion to President of Myriad Genetic Laboratories, Inc. in March 2010.MGL. Prior to joining Myriad, Mr. Capone served 17 years with Eli LillyFord held leadership positions at Novartis, Sanofi-Aventis, Nektar Therapeutics and Company, where he held positions as Product Development Manager, Manufacturing Plant Manager, and Area Sales Director. Mr. Capone received his B.S. degree in Chemical Engineering from Penn State University, graduating with highest distinction, his M.S. degree in Chemical Engineering from Massachusetts Institute of Technology, and his M.S. in Management from Massachusetts Institute of Technology.

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

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

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

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.

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 companyNorth Carolina, Wilmington and his M.A. degree 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.New York University.

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.

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

Ronald S. RogersR. Bryan Riggsbee, ExecutiveChief 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.

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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,Co. over the course of 16 years. He received his B.S. degree in public service and wasadministration from Iowa State University and his M.B.A from the Fuqua School of Business, Duke University.

Mark Verratti,President Assurex Health, Inc., a business reporterwholly owned subsidiary of Myriad, has served in his current role since August 1, 2017. He previously served as SVP, Chief Sales and Business Development officer at Chemical & Engineering News.Assurex since January 2016. Mr. RogersVerratti also held senior leadership positions with Cyberonics (now known as LivaNova) from 2005-2016, and earlier with Forest Pharmaceuticals where he led commercial teams with revenues approaching $500 million dollars. He received a Master of Science degreeB.S. in Communications and Bachelor of Science degreeLife Sciences with a minor in Public Relations/ChemistryPhysiology from IllinoisThe Pennsylvania State University. He is a member of the National Association of Science Writers.

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—Compensation — Narrative Disclosure to Summary Compensation Table and 20142017 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 Company 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 Company 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 Company such as revenues, earnings per share (“EPS”)revenue and netadjusted operating income (“Company Financial MBOs”), and (ii) individual objectives tailored to each executive (“Individual MBOs”). However, beginning in fiscal 2014, we removed EPS as a financial performance target from our incentive compensation plans in light of our stock repurchase program and the impact that stock buybacks may have on EPS calculations. The Compensation Committee reviews the achievement of these MBOs in determining compensation to be paid to our executive officers. The Compensation Committee believes that the MBOs are based on an appropriate mix of financial performance targets and individual objectives that provide appropriate pay-for-performance metrics to incentivize executive officers to increase our profitability, success and long-term stockholder value.

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Fiscal Year 20142017 Performance

We believe that our executive compensation pay and philosophy is appropriately rewarding our executive officers for their contribution to our continued growth in revenues, income, EPS and other financial results 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 revenue and net income. For fiscal 2014, revenue increased 27%year 2017 our revenues were up two percent year-over-year to $778.2 million. Net income grew 20% to $176.2$771 million, GAAP earnings per share of $0.32 and pro forma earnings per share of $1.05. During fiscal year 2017, we believe we accomplished many of our strategic objectives that positions the Company for fiscal 2014,long-term growth. We made substantial progress on our five strategic critical success factors to: i) stabilize hereditary cancer revenue, ii) grow new product volume, iii) expand reimbursement coverage for new products, iv) increase RNA kit revenue internationally, and adjusted net income, excluding certain non-cash charges, was $189.6 million, an increase of 29% over the same period in the prior year. Diluted EPS was $2.25 for fiscal 2014, an increase of 27% over diluted EPS for fiscal 2013, and excluding certain non-cash one-time charges, adjusted diluted EPS was $2.43, an

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increase of 37% over the same period in the prior year. We also continued generating strong cash flows from operations and in fiscal 2014year 2017 we generated $190.2over $100 million in operatingGAAP free cash flow. We ended the year with $270.6$199 million in cash, cash equivalents, and marketable investment securities and plan to continue to deployexercise a balanced approach to capital deployment, including investing for future growth, paying down debt associated with recent acquisitions, business development activities and returning cash to stockholders. 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 cashDuring fiscal year 2017 we reduced the level of our share repurchases to our stockholders, during fiscal 2014, we repurchased 10.41.6 million shares ofas we focused on reducing the balance on our common stock for $287.7 million at a weighted average price of $27.74 per share. Overcredit facility associated with the past five yearsAssurex acquisition. Since fiscal year 2010, we have purchased over $834.349 million shares of our common stock under our stock repurchase programsprogram for $1.239 billion at a weighted average price of $23.53$25.18 per share. With a closing stock price of $38.92 on June 30, 2014, the last day of our fiscal 2014, we provided a significant return of value to our stockholders through our stock repurchase program. Similarly, in fiscal 2014 we experienced a 44.8% annual stockholder return in our stock price from a closing stock price of $26.87 on June 30, 2013, to $38.92 on June 30, 2014.

Focusing on our longer-term growth, over the past five years, we have accomplished a 21%5 percent compound annual growth rate (“CAGR”) for revenues, a 23.5% increase over our previous five year CAGR for revenues ending in fiscal 2013. Similarly, we achieved a 19% CAGR overrevenues.

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Over the past five years, for operating income, an 18.75% increase over our previous five year CAGR for operating income ending in fiscal 2013. Ourwe experienced a 2 percent annual stockholder return based on our stock price versus a 16 percent return for the pastNASDAQ composite index reflecting the increased competition we faced after the early patent expiration of key hereditary cancer patents covering greater than ninety percent of our revenue in fiscal year is 44.8%, compared to2014. Additionally, we ended the first quarter of our fiscal year 2018 with a 29.5%stock price of $36.18, which represents a 40% increase in our stock price over our fiscal year 2017 year-end price. Taking into account our first quarter of fiscal year 2018, we experienced a 76% return on our stock price over the past twelve months for the quarter ending September 30, 2017 versus 22% for the NASDAQ composite index over the same period. Over the past three fiscal years, we outperformed the overall stock market with a 19.7% return compared to 16.7% for the NASDAQ composite index.

In addition to our financial results during fiscal 2014,year 2017, we also achieved the following:following progress on our five critical success factors:

Stabilize Hereditary Cancer Revenue

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One important achievement for fiscal 2014 was our acquisition of Crescendo. We believe that this acquisition facilitates our entry into the high growth autoimmune and inflammatory disease market, diversifies our product revenues and enhances our strength in protein-based diagnostics. Another important achievement during fiscal 2014 was our launch of three new molecular diagnostic tests: myRisk Hereditary Cancer, myPlan Melanoma and myPlan Lung Cancer. We have already seen significant and encouraging revenues from our myRisk Hereditary Cancer product, which is our first multi-gene panel hereditary cancer test. For example, we sawbusiness.

Grow new product volume

Expand reimbursement coverage for new products

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Increase RNA kit revenue internationally

Improve profitability with Elevate 2020

Performance Pay for Fiscal Year 2017

To reflect our pay for performance philosophy, based on the Company’s performance for fiscal year 2017, our Compensation Committee:

Additionally, the Compensation Committee determined to freeze the level of RSUs awarded to our executive officers at the levels awarded in fiscal year 2016 aligning total compensation to our goal of between the 50^th to 75^th percentile of our compensation benchmarks.

Say-on-Pay Results

At our last annual meeting of stockholders in December 2013,2016, we held a stockholder advisory vote on the fiscal year 2016 compensation of our NEOs. This is generally referred to as a “Say-on-Pay” vote. WhileISS and Glass Lewis recommended for the approval of our Say-on-Pay vote and our stockholders approved the compensation of our NEOs with 62%95 percent of stockholder votes cast in favor of our Say-on-Pay resolution for fiscal 2013, theyear 2016. Notwithstanding this high approval percentage, was belowwe continued our 91% approval on Say-on Pay from the prior year. Accordingly, we reached outoutreach to our stockholders to identify and understand concernsfeedback that they may have about our executive compensation with respectthe goal of sustaining a high level of approval. Our stockholders consistently made the following comments:

Additionally, we reviewed the comments madeconsidered concerns raised by ISS and Glass Lewis with respect to our executive compensation. We note that while Glass Lewis recommended an approval vote for our executive compensation, ISS recommended a negative vote, which we believe had a significant negative effect on the approval percentage. Our stockholders raised various concerns and recommendations with respect to our executive compensation program includingregarding (i) our Board of Directors’ discretion to accelerate vesting on equity incentive awards, (ii) the following:

compensation. We have addressed these items as discussed below.

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Changes To Our Pay Practices and Philosophy

Our Compensation Committee discussedIn response to the concernsfeedback expressed by our stockholders, ISS and in response,Glass Lewis, we 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 philosophy and pay practices, such as:

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

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

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

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

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

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

Additionally, inIn connection with the annual review of our executive compensation program and compensation pay components, we decided 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 shortshort- and long termlong-term incentive compensation for the value they deliver to our stockholders as demonstrated by the enhanced growth and profitability of the Company.

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

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Fiscal Year 20142017 Named Executive Officer Compensation

Elements of our Compensation Program

The compensation program for our executive officers consists principally of a base salary, an annual cash incentive bonus, long-term compensation in the form of a three-year cash incentive bonus award and equity incentive compensation in the form of stock options or restricted stock units.units with a performance-based factor applicable to our NEOs. We believe that these elements of our compensation strike an appropriate balance to incentivize and reward our executive officers for ongoing, short-termshort- 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 individual MBOs. The long-term cash 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 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. Thistargets reflecting growth of revenue, diversifying revenues and improving operating margins. These performance metrics align with our strategic goals and objectives and thus aligns the executive officer’sofficers’ interests with stockholders’ long-term interests.

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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 pre-setpreset annual and three-year double-digit growth financial performance targets, and pre-setpreset limits on cash incentive compensation.

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 Boardboard in establishing appropriate incentive compensation and equity-based plans generally for all employees and is responsible for administering these plans.

For fiscal 2014,year 2017, the Compensation Committee retained Mercer (US) Inc. (“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, and to review the

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compensation of our Board of Directors.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 “Mercer“2017 Mercer Executive Compensation Review”).

As a basis for the source market data for the 2017 Mercer Executive Compensation Review, Mercer utilized compensation data from the following group of 1315 peer companies, which is our peer group from last fiscal year. We believe the selected peer group of companies reflects our industry and aligns with the ISS Glass Lewis selected peer group for Myriad. Presently, 10 of the 15 companies in our peer group are the same peer companies usedwhich were selected by MercerISS as part of ISS’s compensation pay review from last year, withand 9 of the removal15 companies in our peer group of Amylin Pharmaceuticals (acquired) and Valeant Pharmaceuticals International (removed due to size).companies are companies selected by Glass Lewis as part of Glass Lewis’ 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 2013/20142016 Mercer US Global Premium Executive Remuneration Suite and the 20132017 Radford Global Life Sciences Survey. To determine competitive market compensation, the life scienceswhere possible, composite survey data waswere equally blended with the compensationproxy data from the Mercer determinedour peer group set forth above. Compensation data for the peer group waswere 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. However, for our President of MGL, we believe the comparative proxyProxy-based and survey positions are not necessarily representative of the scope and magnitude of responsibilities of our President of MGL. Proxy based and survey basedsurvey-based salaries were aged to 20142017 at an annual rate of 3%,3 percent, the average 20132016/2017 salary increase for executives in the U.S. Stock optionsRestricted stock units were valued usingat fair market value (the closing price of our common stock) on the Mercer Black-Scholes pricing model.date of grant.

We believe that the compensation information obtained from the 2017 Mercer Executive Compensation Review provides us appropriate compensation data and benchmarks, asbecause it is derived from companies whichthat 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 whichthat we believe best represent the various factors of our business as outlined above.

Utilizing the composite peer group data provided to us in the 2017 Mercer Executive Compensation Review, the Compensation Committee analyzed, amongstamong 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. ForIn addition, for long-term incentive equity compensation, the Compensation Committee analyzed, amongstamong other criteria, the average equity compensation using the Mercer Black-Scholes value of options, for each of our executive officers at the 25^th, 50^th and 75^th percentile range from the Mercer composite peer group.compensation data. The Compensation Committee also analyzed our equity burn rate, issued equity overhang, total equity overhang and stockholder value transfer. TheFinally, the Compensation Committee also took into accountconsidered the Company’snumber of restricted stock repurchase program which creates shareholder value but hasunits awarded to executive officers as a negative impact ongroup, 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 overhang.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.

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The Compensation Committee has approved a pay-for-performance philosophy for the compensation of our executive officers whichthat 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,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

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and those whichthat participated in the industry survey reports utilizedused by Mercer. Within the scope of thispay-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;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 of 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. The fiscal 2014

As part of our Elevate 2020 Plan and our goal of increasing our operating profitability, our executive officers recommended, which the Compensation Committee accepted, to not receive a cost-of-living adjustment or other increase to their base salaries for fiscal year 2018. Accordingly, for fiscal year 2018, the base salary of our NEOs, averaged as a group,President and CEO and CFO and Treasurer are 3.6%both below the 75^th50th percentile as reported in the Mercer Executive Compensation Review.

Based on our financial performance for fiscal 2014, including our evaluation of the corporate developments, accomplishments and events that occurred during fiscal 2014, and an assessment of each executive officer’s performance of MBOs for fiscal 2014, we increased the base salaries for our NEOs for fiscal 2015peer group as set forth below.provided in the 2017 Mercer Executive Compensation Report.

We believe that maintaining all of our executive officers’ base salary at FY 2017 levels reflects the salary increases were appropriate based on the performancecommitment and accomplishmentscontribution of the Company asexecutive officers to our goal of increasing our operating profitability, while being set at a wholelevel that appropriately attracts and the achievement by our NEOs of their MBOs established for fiscal 2014. Accordingly, we believe that our salaries are appropriately set to attract and retainretains key talent necessary to support the continued growth of the Company. Except as noted above, the salary increases for our NEOs for fiscal 2015 are consistent with the 3.5% salary increase authorized by our Board for all Company employees for fiscal 2015.

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Annual Cash Incentive Bonus

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

For fiscal year 2017, for purposes of determining the annual cash incentive bonuses forpaid to our NEOs and executive officers, for fiscal 2014, other than our President and CEO, and our President of MGL who have been issued their bonuses pursuant to our

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2013 Executive Incentive Plan (the “Section 162(m) Incentive Plan”), the Compensation Committee utilizedused a formulaic approach, based on a target incentive bonus as a percentage of base salary determined in early fiscal year 2017, Company performance, and the achievement of MBOs. The target incentive bonus as a percentage of base salary for each executive officer rangesranged from 45%45 to 55%60 percent, depending on the responsibilities and experience of the executive officer, and iswas based on the target incentive bonus percentage from our peer group for each of the individual executive officers. The annual cash incentive bonus amount for each executive officer was then determined based on the following formula: annual base salary of the executive officer times (a) the executive officer’s applicable target incentive bonus percentage, as adjusted by the Compensation Committee based on Company performance, and times (b) the 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%130 percent of the executive officer’s applicable target incentive bonus percentage.

We setFor fiscal year 2017, our pre-established financial performance targets were based on our revenues and net income for our annual cash incentive bonus awards for fiscal 2014, and weadjusted operating income. We achieved $778$771 million in revenues and netadjusted operating income of $176$97 million. Based on these financial results, compared to the pre-established targets, the Compensation Committee determined that the Company Financial MBOs applicable to each executive officer had been met and surpassed.achieved at the 87 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 2014”2017”. The composite MBO performance scores for the executive officer group ranged from 87%80 to 100%. Finally, in light95 percent. Because we only partially achieved the revenue and adjusted operating income performance goals we set, and based on the accomplishment of the accomplishmentsIndividual MBOs for the Company for fiscal 2014 for revenues, operating income, net income, free cash flow, stock repurchases and commercialized products and pipeline, as well as other accomplishments, includingexecutive officer group, the acquisition of Crescendo, for purposes of calculating the executive officers’ annual cash incentive bonus the Compensation Committee increased the target bonus percentage by 30% for all executive officers. Accordingly, the Compensation Committee determined the annual cash incentive bonuses for our NEOs for fiscal 2014 as set forth in the chart below. We believe this cash incentive bonus compensation is appropriate based on the performance ofyear 2017 for the executive officer group was reduced by 5 to 20 percent, respectively, from target levels for fiscal 2014.each of the executive officers.

For our President and CEO, and President of MGL, the Compensation Committee approved pre-determined, objective, formula-based financial performance metrics, along with the achievement of Individual MBOs which cannot increase but may only reduce the executive officer’shis cash incentive bonus. The annual cash incentive bonus for our President and CEO and President of MGL was granted under our Section2013 Executive Incentive Plan (the “Section 162(m) Incentive Plan,Plan”), which is a plan that permits qualifying executive compensation to be deducted for federal income tax purposes under Section 162(m). Based on the responsibilities and experience of our President and CEO, and our President of MGL, and based on the target incentive bonus percentages from our peer group, for presidents and chief executive officers and subsidiary presidents, the Compensation Committee set the target incentive bonus as a percentage of base salary at 100% for our President and CEO and 75% for our President of MGL.CEO. Accordingly, our President and CEO’s and President of MGL’s cash incentive bonus for fiscal 2014 wereyear 2017 was determined based on the following formula:

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

The Total Performance Factor was based on fiscal 2014year 2017 Company revenues and netadjusted operating income and is calculated as follows:

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

The Revenue Performance Factor equals 100%, increasedthe quotient of fiscal year 2017 total revenues divided by .75 percentage point for each $1 million in revenue above the designated total revenue target for fiscal 2014 and decreased by .75 percentage point for each $1 million in revenue below the revenue target.year 2017. The NetAdjusted Operating Income Performance Factor equals 100%, increasedthe quotient of fiscal year 2017 adjusted operating income divided by three percentage points for each $1 million in net income above the designated netadjusted operating income target for fiscal 2014 and decreased by three percentage points for each $1 million in net income below the net income target.

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year 2017. 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 total amount that can be paid. The Compensation Committee has the discretion to reduce the amount payable based on the accomplishment of the Individual MBOs or for any other reason in the discretion of the Compensation Committee but it may not increase the amount of the award.

Based on our financial results of 27% year-over-year revenue growth and 20% year-over-year net income growth for fiscal 2014,year 2017, the Compensation Committee determined that Mr. Meldrum and Mr. Capone had accomplished and surpassed all of the fiscal 2014 performance targets set for them under the Section 162(m) Incentive Plan. Specifically, Mr. Meldrum and Mr. Capone achieved a Revenue Performance Factor of 173.5% and a Net Income Performance Factor of 163%, for a Total Performance Factor of 168%87%. However, as set forth in the Section 162(m) Incentive Plan, in no event may the Total Performance Factor exceed 130%, so Mr. Meldrum and Mr. Capone were capped at 130%. In addition, based on the achievement of Mr. Meldrum’s and Mr. Capone’s Individual MBOs, the Compensation Committee did not reduce the amount payable to Mr. Meldrum or Mr. Capone. Accordingly, the Compensation Committee awarded an annual cash incentive bonus for Mr. Capone for fiscal year 2017 in the amount of $741,240.

The Compensation Committee determined the annual cash incentive bonuses for Mr. Meldrum and Mr. Caponeour NEOs for fiscal 2014year 2017 as set forth in the chart below.

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We believe that this cash incentive bonus compensation is appropriate based on the performance of the executive officer group for fiscal year 2017. 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, in light of growing operational, reimbursement and competitive factors which could have adversely affected the Company’s financial performance. Thus, the performance targets were set at a level that, if obtained, the Company would have accomplished continued strong financial performance.accomplished.

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For fiscal 2015,year 2018, the Compensation Committee has decided to utilize the samea comparable formulaic approach for determining the annual cash incentive bonus for executive officers as used for fiscal 2014, and has decided to use the same pre-determined, objective, formula-based financial performance metrics for our President and CEO, President of MGL, Chief Scientific Officer and Executive Vice President and General Counsel, whose fiscal 2015 annual cash incentive bonus awards were granted under our Section 162(m) Incentive Plan.year 2017. 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 2015year 2018 performance. These are unchanged from the targets established for fiscal 2014.year 2017. Additionally, Mr. Capone’s fiscal year 2018 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 stock options or 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 executive 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. ForBeginning in fiscal year 2015, we granted to our employees, executivesexecutive officers and boardBoard restricted stock units rather than stock options in order to reduce the dilutive effect of our equity compensation program.

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Three-Year Cash Incentive Bonus. TheIn December 2012, the Compensation Committee determined to continue ourestablished a long-term cash incentive bonus program which is administered underfor our Section 162(m) Incentive Plan. In September 2013, the Compensation Committee established pre-determined,executive officers based on predetermined, objective financial formula-based performance targets which mustto be accomplished at the end of the third ensuing fiscal 2016. The Compensation Committee believes that these financial performance targets, based on annual double digit growth, if accomplished, would represent strong financial growth for the Company over the longer term period; however, there is no certainty that evenyear. For any amount to be paid, the minimum pre-determinedpredetermined financial target maymetric thresholds must be met. Thesesurpassed; otherwise, no bonus amount will be paid. As reflected in the following table, the financial metrics for these payouts are based on the Company’s total revenues (50% weight)reviewed and EBITDA (50% weight). Under this program, thedetermined when each three-year award is established. The three-year incentive bonus award amount is based on a target bonus amount as a percentage of base salary of 20%20 percent for our President and CEO and President of MGL and 15%15 percent for our other executive officers. For any amount to be paid, minimum pre-determined financial metric thresholds must be surpassed; otherwise, no bonus amount is paid. Similarly, for all executive officers, the target bonus percentage and bonus amount to be paid is capped. The maximum amount payableBased on the Company’s financial performance, we have only made a payout under the three yearour long-term cash incentive award madebonus program for the three-year performance period ending with FY2015. For the other three-year performance periods ending in September 2013 toFY2016 and FY2017, none of the target thresholds were achieved, so no payouts were made.

The following table summarizes each of the three-year cash incentive awards established for our President and CEO is $298,500 (subject to adjustment based upon fiscal 2016 salary level) if the maximum revenue and EBITDA targets are achieved in fiscal 2016. executive officers.

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 financialIn particular, the recent performance targetsobjectives tied to adjusted operating margin and diversification of our product revenues are based on double digit growth for the Company in each of the three year performance periods, thealigned with our announced strategic, long-term goals. The Compensation Committee believedbelieves the financial performance targets to be challenging, without any guarantee that the performance targets could be accomplished, in light of growing operational,

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reimbursement and competitive factors which may adversely affect the Company’s financial performance. Thus, the performance targets wereare set at a level that, if obtained, the Company would have accomplished continued strong financial performance. The three-year cash incentive bonus awards made to our NEOs forin fiscal 2014year 2017, and the maximum amount payable under these awards, are reported in the table for 20142017 Fiscal Year Grants of Plan Based Awards.

Initial Stock OptionEquity Awards. Historically, executivesExecutives who join us, were 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 and a four-year vesting schedule with 1/4th of the shares vesting on each anniversary of the date of grant. Beginning in fiscal 2015, executives who join us will beare granted an initialequity, are granted restricted stock unit award which will vest ¹⁄₄ per year over a four year period. Vesting of the restricted stock unit award will also be subject to a pre-determined, formula-based financial performance target which must first be achieved in order for the award to vest if the executive is one of our named executive officers.awards. The amount of the initial restricted stock unit award is determined based on the executive’s position with us and analysis of the competitive practices of the companies similar in size to usas represented in the compensation data that we review with the goal of creating a total compensation package for new employeesexecutives that is competitive with other similar companies and that will enable us to attract high quality management personnel. 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, our most recent long termwe will continue to issue long-term equity incentive compensation grants which were issued after the end of fiscal 2014, were awarded in restricted stock units that vests ¹⁄₄ per yearwith one-fourth of the units granted vesting on an annual basis over a four year period andfour-plus years. Additionally, for our NEOs, was additionallythe restricted stock units awarded are subject to achievement of a pre-determined,predetermined, formula-based, one-year revenue target that must be achieved in order for

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the award to commence vesting. ForThus, for our NEOs, the actual number of restricted stock units earned will be determined based on the percentage achievement of the pre-determinedpredetermined revenue target with no award being earned if a minimum revenue threshold is not achieved; thereafter, and only if the minimum threshold has been achieved, vesting of the award is based on the NEO’s continued employment with us. In determining the amount of equity compensation (options or restricted stock units) 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. We have determined that the number of restricted stock unit awards will be based on one-third the number of stock options that would have been granted in order reduce dilution and stock compensation expense.

Stock option and/or restrictedRestricted stock unit 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 equity compensation is granted are set well in advance. The Compensation Committee does not time the grant of equity compensation with respect to the release of material non-publicnonpublic information, whether or not that information may favorably or unfavorably impact the price of our common stock. Stock option and restrictedRestricted stock unit awards for the executive officers, including our President and CEO, are approved by the Compensation Committee. Stock option awards are granted at an exercise price equal to the closing price of our common stock on the date of grant, and vest in equal annual installments over a four-year period.

Based on the 2017 Mercer 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 on September 17, 201314, 2016, based on fiscal year 2016 performance, to our executive officers, including our President and CEO, and CFO and Treasurer, was 5% below the 75th percentile; to our President of MGL was 18% below the 50th percentile, utilizingwith two executive officers between the comparative peer group50th and 75^th percentile. For our NEOs, it was determined that, based on our revenues for fiscal year 2017, that the financial performance metric for fiscal year 2017 associated with the grant of our President and CEO which we believe is a more representative peer group giventhese restricted stock units was met; hence, there was no reduction in the scope and magnitudenumber of responsibilities for our President of MGL;

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and to our other NEOs ranged from 10% below to 24% above the 75th percentile of the long-term equity compensation data.restricted stock units originally awarded. The long-term incentive value of the annual restricted stock option grantunit awards made to theour NEOs in fiscal 2014 areyear 2017 is reported in the table for 20142017 Fiscal Year Grants of Plan Based Awards and was determined at their grant date fair value calculated in accordance with ASC Topic 718 utilizingbased on achieving 100% of the Black Scholes value for options. award.

We felt these awardsthe RSU award levels were appropriate based on the comparative long-term peer group compensation data from the 2017 Mercer Executive Compensation Review, given the Company’s performance relative to its peers, the individual accomplishments of our NEOs during fiscal 2013,year 2016, 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 optionequity awards, now moving to the 50^th percentile for our President and CEO and CFO and Treasurer, were appropriate based on the Company’s continued, and increased, double digit compound annual growth rate (CAGR) in revenues and operating income over the past five years, and total stockholder return over the past fiscal year.financial performance. Thus, these optionequity awards appropriately reward our executives for their consistent past performance, and incentivize our executives to work hard to continue to deliver similar performance and to remain employed at the Company.

Compensation Objectives

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

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 implemented a compensation plan that bases our executive officers’ compensation on a variety of factors set forth in MBOs.

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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

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Compensation Committee reviews and discusses with the President and CEO the accomplishment of his MBOs for the fiscal year. The Compensation Committee then makes its review and determinations of 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 calculated, discussed and approved. Additionally,At the end of the fiscal year, the Compensation Committee reviews the achievement of each executive officer’s MBOs as it determines the awardingannual salary amount of equityour President and CEO for the ensuing fiscal year. The annual cash incentive compensation.bonus for our President and CEO’s is based on the accomplishment of his performance metrics as previously determined by our Compensation Committee as measured against our final, audited financial statements for the fiscal year. In determining the annual cash incentive bonus amount, the Compensation Committee also reviews and discusses the accomplishment of the President and CEO’s MBOs for the fiscal year in determining whether any reductions of the annual incentive bonus amount is appropriate. 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 Company, which for fiscal 2014year 2017 were based on total revenues and netadjusted operating income, and (ii) individual objectives tailored to each 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. While our President and CEO’s and President of MGL’s short-term incentive compensation is awarded under our Section 162(m) Incentive Plan, based 100% on the pre-determined financial metrics, our President and CEO and our President of MGL are still given Individual MBOs for individual objectives which the Compensation Committee takes into consideration in determining whether their short-term cash incentive compensation is to be reduced and in determining other compensation awarded to our President and CEO and our President of MGL.

From time to time, otherfor those designated, an executive officers’officer’s incentive compensation may be awarded and administered 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 2013 Executive Incentive Plan will be deductible for tax purposes under Section 162(m) Incentive Plan.of the Internal Revenue Code; however, the Compensation Committee may award compensation which does not qualify under Section 162(m) in order to accomplish the compensation goals of the Company.

The MBOs for our NEOs for fiscal year 20142017 were as follows:

Peter D. Meldrum,Mark C. Capone, President and CEO—manage the Company to achieve designated financial targets for total revenues and netadjusted operating income for fiscal 2014; manage the successful launchyear 2017; achieve designated financial targets for non-hereditary product revenues; achieve financial targets for increased revenue potential resulting from new reimbursement coverage decisions; and commercial introduction of our myRisk Hereditary Cancer test; and identify and submitachieve designated milestones to the Strategy Committee strategic acquisition opportunities for expansion and diversification ofadvance the Company’s products, technologies and businesses.product pipeline.

Mark C. Capone,Alexander Ford, President Myriad Genetic Laboratories, Inc. ——manage the Company and MGL to achieve designated financial targets for total revenues and net income for fiscal 2014; manage the successful launch and commercial introduction of our myRisk Hereditary Cancer test, myPath Melanoma test and myPlan Lung Cancer test; and accomplish specified revenue goals for our Prolaris test.

James S. Evans, Chief Financial Officer and Treasurer—manage the Company to achieve designated financial targets for total revenues and netadjusted operating income for fiscal 2014; favorably manage communications with research analysts on2017; achieve designated financial reporting expectations; obtain at least two upgrades by research analysts; work with stockholders;targets for Myriad Genetic Laboratories; achieve designated targets for managed care contract coverage for designated products; and support proposed annual increasesachieve designated financial targets for new products in authorized shares for our equity plans.specified indications.

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Jerry S. Lanchbury, Ph.D.,R. Bryan Riggsbee, Chief ScientificFinancial Officer and Treasurer—manage the Company to achieve designated financial targets for total revenues and netadjusted operating income for fiscal 2014; developyear 2017; achieve designated financial target for cost savings; achieve designated financial targets relating to the integration of our acquisitions; evaluate and complete validation of our myPath Lung Cancer test, including acceptance of supportive publications in peer-reviewed journals for key opinion leader (“KOL”) launch; developat least one strategic, revenue generating new business opportunity; and validate myChoice HRD test, including acceptance of supportive publications in peer-reviewed journals for KOL launch; and develop and validate a renal cell carcinoma test.manage Enterprise Risk Management function.

Richard M. Marsh, Executive Vice President, General Counsel and SecretaryJerry S. Lanchbury, Ph.D., Chief Scientific Officer—manage the Company to achieve designated financial targets for total revenues and netadjusted operating income for fiscal 2014;year 2017; advance product pipeline through approval of companion diagnostic tests; contribute to designated product launch; complete discovery phase for at least one Stage 1 discovery project; and expand companion diagnostic programs into additional indications.

Richard M. Marsh, Executive Vice President, General Counsel and Secretary — manage the Company to achieve designated financial targets for total revenues and adjusted operating income for fiscal year 2017; continue to develop and prosecuteimplement Company’s intellectual property rights surrounding the Company’s new product launchesstrategy; oversee compliance plans for affiliated group, including international activities; and pipeline; and oversee the Company’s procedures and controls for regulatory compliance including the Foreign Corrupt Practices Actparticipate in light of the Company’s expanded international operations.industry intellectual property initiatives.

Named Executive Officer Performance for Fiscal 20142017

President and CEO.CEO: Based on our financial results for fiscal 2014,year 2017, the Compensation Committee determined that Mr. MeldrumCapone had accomplished and surpassed allachieved 87% of the financial performance targets set for him under the

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Section 162(m) Incentive Plan Company Financial MBOs for fiscal 2014.year 2017. The Compensation Committee also determined that Mr. MeldrumCapone had accomplished all of his Individual MBOs based on the successful launch ofrevenues generated from non-hereditary cancer products, the additional reimbursement coverage for new products, regulatory approvals for our myRisk Hereditary Cancer test, including record revenue growthcompanion diagnostics and advancements in our product pipeline. Additionally, the fourth quarter of fiscal 2014 forCompensation Committee noted, under Mr. Capone’s supervision, the myRisk test of $27.3 million (an 88% increase over the prior quarter); the launch of our myPath Lung Cancer test and myPlan Melanoma test; the acquisition of Crescendo, with the addition of Vectra DA to the Company’s suite of molecular diagnostic products; and overall managementaccomplishments of the Company.Company as discussed above under the caption: “Fiscal Year 2017 Performance.”

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

Role of Management in Our Compensation Program

Our management, including our President and CEO, supports the Compensation Committee, attends portions of its meetings upon request, and performs various administrative functions at its request. Our President and CEO provides input to the Compensation Committee on the effectiveness of our compensation program and makes specific recommendations as to the base salary amounts, annual cash incentive bonus amounts, long-term cash incentive bonus awards and equity 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 determined and approved by the Compensation Committee.

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Other Compensation

We maintain broad-based benefits 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 benefits to new executive officers such as a 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.

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Termination 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 Company 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, we have entered into a retention agreement with each of our NEOsexecutive officers to reinforce and encourage the continued employment and dedication of our NEOsexecutive officers without distraction from the possibility of a change in control of the Company 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 NEOs. 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 Internal Revenue Code.

For the payments each of our NEOs is entitled to receive upon a change-in-control see “Executive Compensation—Compensation — Potential Payments Upon Termination or Change-in-Control” later in this proxy statement.

Relationship of Elements of Compensation

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

We currently utilize long term equity incentive compensation in the form of stock options, and more recently restricted stock units as a substantial component of compensation as the(prior to fiscal year 2015 we utilized stock options). The Compensation Committee views the award of stock options or restricted stock units as a primary long-term retention benefit by tying the earning of these awards to a 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 be entitled to any benefit from the non-vested portion of the award. Additionally, for our NEOs, the restricted stock unit award also has a performance metric whichthat, 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 determine the awards of restricted stock units based on a 3:1 reduction of stock options to restricted stock unit awards. We believe that this vesting feature makes it more attractive to remain as our employee and this arrangement does not require substantial cash payments by us.the Company. Similarly, our three-year cash incentive bonus awards promote long-term performance by establishing significant growth performance targets whichthat 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-year cash incentive bonus awards if the executive officer is not employed byon the Company when payment is to be made.last day of the 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, market practice and overall corporate and individual performance relative to stated corporate goals. The level of incentive compensation typically increases in relation to an executive officer’s responsibilities and ability to meet individual and corporate goals. The Compensation Committee believes that making a significant portion of an executive officer’s compensation contingent on corporate performance more closely aligns the executive officer’s interests with those of our stockholders.

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Conclusion

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

Summary Compensation Table

The following table shows the total compensation paid or accrued during the fiscal years indicated to (1) our President and Chief Executive Officer, (2) our Chief Financial Officer, and (3) our three next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended June 30, 20142017 and were serving as executive officers as of June 30, 2014.2017.

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20142017 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, 20142017 to each of the executive officers named in the Summary Compensation Table.