By Internet or by telephone. Follow the instructions included in the Notice or, if you received printed materials, in the proxy card, to vote by Internet or telephone.

By mail. If you received your proxy materials by mail, you can vote by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the board’s recommendations as noted below.

In person at the meeting. If you attend the Annual Meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot that will be available at the Annual Meeting.

“FOR” the election of the twothree Class II directors for director;

“FOR” the approval of the amendment to our 20102017 Employee, Director and Consultant Equity Incentive Plan;Plan, as amended;

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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 described 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 Annual Meeting. You may change or revoke your proxy in any of the following ways:

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

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

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

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Will My Shares Be Voted if I Do Not Vote?

If your shares are registered in your name, they will not be voted if you do not vote as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other holder of record of your shares as described above, the holder of record has the authority to vote your unvoted shares only on Proposal 3 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 Annual 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 or because your broker chooses not to vote on a matter for which it does have discretionary voting authority, it is referred to as a “brokernon-vote.”

Your bank, broker or other nominee does not have the ability to vote your uninstructed shares in the election of directors. Therefore, if you hold your shares in a street name it is critical that you cast your vote if you want your vote to be counted for the election of directors (Proposal 1 of this proxy statement). In the past, if you held your shares in a street name and you did not indicate how you wanted your shares voted in the election of directors, your bank, broker or other nominee was allowed to vote your shares on your behalf 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 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,Benjamin G. Jackson, 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 Form8-K within four business days of the Annual Meeting. If final results are unavailable at the time the Form8-K is filed, we will file an amended report on Form8-K to disclose the final voting results within four business days after the final 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 willmay 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 Annual Meeting. Votes of stockholders of record who are present at the meeting in person or by proxy, abstentions, and brokernon-votes are counted for purposes of determining whether a quorum exists.

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Attending the Annual Meeting

The Annual Meeting will be held at 9:8:00 a.m. MST on Thursday, December 1, 20165, 2019 at the offices of Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, 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.

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 1-800-542-1061.1-866-540-7095. If you do not wish to participate in “householding” and would like to receive your own Notice or, if applicable, a set of proxy materials in future years, follow the instructions described below. Conversely, if you share an

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

Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to receive notices of the availability of future proxy materials by email instead of receiving a paper copy in the mail. You can choose this option and save 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, 20162019 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, 20162019 pursuant to the exercise of options and the vesting of restricted stock unit awards to be outstanding for the purpose of computing the percentage ownership of an 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, 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 68,546,33073,867,321 shares of common stock outstanding on September 1, 2016.2019.

Dennis H. Langer, M.D., J.D.,has been a director of Myriad since May 2004. From January 2013 to July 2014 he served as Chairman and Chief Executive Officer of AdvanDx, Inc. From August 2005 to May 2010, Dr. Langer served as Managing Partner of Phoenix IP Ventures, LLC. From January 2004 to July 2005, he 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 Searle. He is also a clinical professor at the Department of Psychiatry, Georgetown University School of Medicine. Dr. Langer received a J.D. (cum laude) from Harvard Law School, an M.D. from Georgetown University School of Medicine, and a B.A. in Biology from Columbia University. He currently serves on the Board of Directors of Dicerna Pharmaceuticals, Inc. During the past five years, Dr. Langer served on the BoardsBoard of Pernix Therapeutics Holdings, Inc and Delcath Systems, Inc., Myrexis, Inc., and Auxilium Pharmaceuticals, Inc.

The Board of Directors has determined that Dr. Langer should serve on the Board for the following reasons: His medical background provides the Board with expertise onin 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. He brings international experience as we implement strategies for global expansion. Dr. Langer’s background as a board certified psychiatrist with extensive experience in neuropsychiatric drug development and personalized medicine provides the Board with expertise in developing and commercializing diagnostics for patients suffering from neuropsychiatric and other medical conditions. Dr. Langer also has a diversified background in managing and serving as a director of several companies in the healthcare industry.

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Lee Newcomer, M.D., was appointed as a member of the board of directors in September 2019. Dr. Newcomer currently manages his own consulting business, Lee N. Newcomer Consulting, LLC, and previously held senior executive roles at United Healthcare including Senior Vice President for Oncology and Genetics, Chief Medical Officer and Senior Vice President of Health Policy and Strategy for UnitedHealth Group. Dr. Newcomer also worked for Vivius, Inc., a consumer directed health plan, holding the position of Executive Vice President and Chief Medical Officer. Dr. Newcomer received a Master’s Degree in Healthcare Administration & Management from the University of Wisconsin, Madison, an M.D. from the University of Nebraska, Omaha, and a B.S. from Nebraska Wesleyan University. Dr. Newcomer currently serves on the Board of Cellworks Group Inc., a private precision medicine company and Intervention Insights, a genomic test deision support company. He also served on the board of directors of Park Nicollet Health Systems, a hospital health care system with approximately 1,000 physicians and 400 beds, for 10 years including two years as Chairman.

The Board of Directors has determined that Dr. Newcomer should serve on the Board for the following reasons: His extensive reimbursement and managed care experience will aid the Company in its efforts to expand reimbursement for its new innovative precision medicine tests. He provides the Board with expertise on the medical insurance industry based on his extensive experience in several senior positions at UnitedHealth Group, Inc. and CIGNA Corporation. Additionally, Dr. Newcomer’s medical background provides the Board with expertise in developing predictive, personalized and prognostic testing products. Furthermore, Dr. Newcomer brings extensive business management experience from his 28 years of work in the managed care and pharmaceutical industries.

S. Louise Phanstiel, a director of Myriad since September 2009, held several important positions at WellPoint, Inc. from 1996 to 2007, including as President, Specialty Products (2003 to 2007), Senior Vice President, Chief of Staff and Corporate Planning in the Office of the Chairman (2000 to 2003), and Senior Vice President, Chief Accounting Officer, Controller, and Chief Financial Officer for all WellPoint, Inc. subsidiaries,

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including Blue Cross of California (1996 to 2000). Previously, Ms. Phanstiel was a partner at the international services firm of Coopers & Lybrand (now PricewaterhouseCoopers LLP) where she served clients in life and property/casualty insurance, high technology, and higher education. She currently serves on the Board of Trustees of Syracuse University and the Board of Directors of Verastem, Inc. and the Stony Brook Foundation.Southampton Hospital Association. 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: She provides the Board with important expertise on the medical insurance industry based on her extensive experience in 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. In 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.

Colleen F. Reitan, was appointed as a member of the board of directors in September of 2019. Ms. Reitan previously held numerous senior leadership positions at Health Care Services Corporation (HCSC) including most recently as the Executive Vice President and President of Plan Operations and as the Chief Operating Officer. Prior to working at HCSC, Ms. Reitan held numerous senior management positions at Blue Cross and Blue Shield of Minnesota including Chief Operating Officer. In aggregate, Ms. Reitan has over 35 years of experience in the managed care industry. Ms. Reitan holds a B.A from Minnesota State University at Mankato and a M.S. in Health Care Administration from the University of Minnesota-Twin Cities. She currently serves on the board of Alnylam Pharmaceuticals, Inc.

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The Board of Directors has determined that Ms. Reitan should serve on the Board for the following reasons: Her extensive reimbursement and managed care experience will aid the Company in its efforts to expand reimbursement for its new innovative precision medicine tests. Furthermore, she provides the Board with important expertise on the medical insurance industry based on her extensive experience in several senior positions at Health Care Services Corporation and Blue Cross and Blue Shield of Minnesota. In addition, she provides the Board with management expertise, resulting from managing private companies and serving as a director of a publicly-traded company.

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, the Board has determined that the following members of the Board are “independent directors” as defined by The NASDAQNasdaq Stock Market LLC:LLC “Nasdaq”: Mr. Best, Dr. Dreismann, Dr. Gilbert, Dr. Henderson, Dr. Langer, Dr. Newcomer, Ms. Phanstiel, and Ms. Phanstiel.Reitan.

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 because 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 ensuresenables a greater role for the independent directors in the oversight of the Company and their active participation in setting agendas and establishing Board policies, priorities and procedures. This structure also allows the Chief Executive Officer to focus on the management of ourday-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. It 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 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 interest, director independence and corporate governance policies. The Compensation Committee oversees risks arising from compensation practices and policies. While each committee has specific responsibilities for oversight of risk, the Board is regularly informed by each committee about such risks. In this manner the Board is able to coordinate its risk oversight.

Board’s Consideration of Diversity

The Board and Nominating and Governance Committee do not have a formal policy with respect to the consideration of diversity in identifying nominees for director 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.

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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, 2016,2019, or fiscal 2016,2019, there were sevenfour meetings of the Board of Directors, and the various committees of the Board met a total of 1516 times. No director attended fewer than 75 percent of the total number of meetings and of committees of the Board on which he or she served during fiscal 2016.2019. The Board has adopted a policy under which each member is encouraged, but not required to attend each Annual Meeting of Stockholders. At the time of our 20152018 Annual Meeting, we had seven boardall members and six of the seven Board members attended the meetingof Directors were in person.attendance.

Audit Committee. Our Audit Committee met fivesix times during fiscal 2016.2019. This committee currently has threefour members: Ms. Phanstiel (chair), Mr. Best, Dr. Langer, and Dr. Langer.Ms. Reitan. The Audit Committee’s roles and responsibilities are set forth in its written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews annual financial statements; considers matters relating to accounting policy and internal controls; reviews the scope of annual audits; and monitors our processes for complying with laws, regulations and our Code of Conduct. Our Board of Directors has determined that all members of the Audit Committee satisfy the current independence standards promulgated by the SEC and by The NASDAQ Stock Market LLC,Nasdaq, 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 RegulationS-K under the Securities Act of 1933, as amended, or the Securities Act. A copy of the Audit Committee’s written charter is publicly available on the Investor 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 sixtwo times during fiscal 2016.2019. This committee currently has threefour members: Dr. Dreismann (chair), Dr. Gilbert, Dr. Henderson, and Dr. Henderson.Newcomer. The Compensation Committee’s role and responsibilities are set forth in its 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. The Board has determined that all members of the Compensation Committee qualify as independent under the definition promulgated by The NASDAQ Stock Market LLC.Nasdaq.

The Compensation Committee is charged with establishing a compensation policy for our executives and directors that is designed to attract and retain qualified executive talent, to motivate them to achieve corporate objectives, and reward them for superior performance. Our Compensation Committee is also responsible for establishing and administering our executive compensation policies and equity compensation plans. The Compensation Committee meets at least two times per year and more often as necessary to review and make decisions with regard to executive compensation matters. As part of its review of these matters, the

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Compensation Committee may delegate any of the powers given to it to a subcommittee. A copy of the Compensation Committee’s written charter is publicly available on the Investor Information –— Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

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Further discussion of the process and procedures for considering and determining executive compensation, including the role that our executive officers play in determining compensation for other executive officers is included below in the section entitled “Executive Compensation –— Compensation Discussion and Analysis.” The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its duties. InFor purposes of fiscal 2016,2019 executive compensation determinations, the Compensation Committee retained Mercer (US), Inc. (“Mercer”) to update our peer group of companies and provide competitive market data on the salaries and short-term and long-term incentive compensation of executive officers at comparable companies within our industry. Mercer also was engaged to provide the Compensation Committee an analysis of, and recommendations for, annual salary compensation, short-term incentive compensation, 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 may relate to performing such services. The Compensation Committee has assessed the independence of Mercer pursuant to SEC rules and the corporate governance rules of The NASDAQ Stock Market LLCthe Nasdaq 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 2016. This committee currently has three members: Dr. Langer (chair), Dr. Henderson, and Ms. Phanstiel. This committee’s role and responsibilities are set forth in the Nominating and Governance Committee’s written charter and include evaluating and making recommendations to the full Board as to the size and composition of the Board and its committees, identifying and evaluating potential candidates and recommending the director nominees for election, developing and recommending corporate governance guidelines applicable to us, and reviewing and approving potential or actual conflicts of interest between our executive officers or members of the Board. The committee also oversees the annual Board performance evaluations, which may be submitted anonymously at the discretion of the director concerned, as well as our policy on plurality voting for director elections, which is described in “Proposal 1 – 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 included in our proxy statement, the 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; business and professional skills and experience; independence, knowledge of the industry in which we operate, possible conflicts of interest, the extent to which the candidate would fill a present need on the Board; and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to propose a candidate for consideration by the Nominating and Governance Committee under our corporate governance policies, for each annual meeting, the 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 percent of common stock for at least one year. All stockholder recommendations for proposed director

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nominees must be made in writing to the Nominating and Governance Committee, care of Myriad’s Secretary at 320 Wakara Way, Salt Lake City, Utah 84108, and must be received no later than 120 days prior to the first anniversary of the date of the proxy statement for the previous year’s Annual Meeting. The recommendation must be accompanied by the following information concerning the recommending stockholder:

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

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

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

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responsibilities are set forth in the Strategic Committee’s written charter and include advising and consulting with senior management on a broad range of strategic initiatives and making recommendations to the Board regarding such opportunities. A copy of the Strategic Committee’s written charter is publicly available on the Investor Information – Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

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

Nominating and Governance Committee.Our Nominating and Governance Committee met two times during fiscal 2019. This committee currently has three members: Dr. Langer (chair), Dr. Henderson, and Ms. Phanstiel. This committee’s role and responsibilities are set forth in the Nominating and Governance Committee’s written charter and include evaluating and making recommendations to the full Board as to the size and composition of the Board and its committees, identifying and evaluating potential candidates and recommending the director nominees for election, developing and recommending corporate governance guidelines applicable to us, and reviewing and approving potential or actual conflicts of interest between our executive officers or members of the Board. The committee also oversees the annual Board performance evaluations, which may be submitted anonymously at the discretion of the director concerned, as well as our policy on plurality voting for director elections, which is described in “Proposal 1 — 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 Nasdaq.

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

In addition, under our current corporate governance policies, the Nominating and Governance Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third-party search firms or other appropriate sources. For all potential candidates, the Nominating and Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment; business and professional skills and experience; independence, knowledge of the industry in which we operate, possible conflicts of interest, the extent to which the candidate would fill a present need on the Board; and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to propose a candidate for consideration by the Nominating and Governance Committee under our corporate governance policies, for each annual meeting, the 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 percent of common stock for at least one year. All 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. 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 the 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 Nominating 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 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 Nasdaq.

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

Strategic Committee.Our Strategic Committee met two times during fiscal 2019.This committee currently has three members: Dr. Henderson (chair), Mr. Best and Dr. Dreismann. The committee’s roles and responsibilities are set forth in the Strategic Committee’s written charter and include advising and consulting with senior management on a broad range of strategic initiatives and making recommendations to the Board regarding such opportunities. A copy of the Strategic Committee’s written charter is publicly available on the Investor Information — Understanding Myriad/Corporate Governance section of our website atwww.myriad.com.

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Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations department at (801)584-1143. However, any stockholder who wishes to address questions regarding our business directly with the Board of Directors, or any individual director, should send his or her questions in writing to the Chairman of the Board orBoardor 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 excluded will be made available to any outside director upon request.

Executive Officers

The following table sets forth the name, age (as of September 1, 2016)2019) and position of each of our current executive officers. Unless indicated otherwise, general references to “executive officers” throughout this proxy refer to the following officers:

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

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Virginia DrososAlexander Ford became, President of AssurexMyriad Women’s Health, Inc., a wholly owned subsidiary of Myriad, on August 31, 2016, following the acquisition of Assurexand our Myriad Women’s Health by Myriad. Prior to the acquisition by Myriad, she served as President of Assurex Health from August 2013 to June 2014, and as President and CEO of Assurex Health from July 2014 to August 2016. Before joining Assurex Health, Mrs. Drosos worked at The Procter & Gamble Company (P&G) from June 1987 to September 2012 where she held the position of Group President for Global Beauty Care, a $6 billion global business unit, with over 6,000 employeeshas served in 120 countries. Mrs. Drosos holds a Bachelor of Business Administration from The Terry School, University of Georgia, and a Master of Business Administration from The Wharton School, University of Pennsylvania.

Alexander Ford was appointed as the President of Myriad Genetic Laboratories, Inc. (“MGL”), a wholly owned subsidiary of Myriad, effective Julyhis current role since August 1, 2015.2018. Mr. Ford joined Myriad in June 2010. Before being named to his current position, he served as President of Myriad Genetic Laboratories Inc. (“MGL”) from 2015 to 2018, as the MGL Chief CommercialCommerical Officer from 2013 to 2015, as the MGL General Manager of MGL.Preventive Care from 2011 to 2013 and as the MGL VP of Sales from 2010 to 2011. Prior to joining Myriad, Mr. Ford held leadership positions at Novartis, Sanofi-Aventis, Nektar Therapeutics and Pfizer in the areas of Marketing Research, Product Marketing, Managed Care, Sales and Business Development. He has more than 25 years of experience in the pharmaceutical and biotechnology industries. Mr. Ford received his B.A. degree in Communications from the University of North Carolina, Wilmington and his M.A. degree from New York University.

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Benjamin G. Jackson, ExecutiveVice President, General Counsel and Secretary, joined Myriad in February 2006. He has held various positions in Myriad’s Legal Department, including serving as associate general counsel prior to assuming the role of general counsel. Mr. Jackson received his J.D. degree from the J. Reuben Clark Law School at Brigham Young University and a B.S. degree in microbiology, immunology, and molecular genetics from the University of California Los Angeles.

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.

Nicole Lambert, President of Myriad Genetic Laboratories, Inc, a wholly owned subsidiary of Myriad and our Myriad Oncology business unit, has served in her current role since April 1, 2019. Mrs. Lambert joined the company in June 2001. Prior to her current position, she served as General Manager for the Oncology and Urology business units and Vice President of Dermatology. Prior to joining Myriad, she was a genetic councilor at LabCorp. Mrs. Lambert received her Bachelor’s degree in Biology and Sociology from Boston College and her Master’s degree in Genetic Counseling from Mt. Sinai School of Medicine at New York University.

Jerry S. Lanchbury, Ph.D., Chief Scientific Officer, joined the 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 to 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 Myriad in November 2002. He 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. He received an LL.M. degree in Taxation from Georgetown University Law Center, a J.D. degree, magna cum laude, from Thomas M. Cooley Law School, and a B.S. degree in accounting from Brigham Young University, and was formerly a Certified Public Accountant.

Ralph L. McDade, Ph.D., President of Myriad RBM, Inc., a wholly owned subsidiary of Myriad, and our Myriad RMB business unit, has served in his current role since January 2014. Previously, he served as Chief Operating Officer of Myriad RBM, which Myriad acquired in May 2011.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. Dr. McDade received his Ph.D. in Microbiology from the University of Texas Southwestern Medical School in 1980. Following postdoctoral training at The University of Connecticut Medical Center in Farmington, he held faculty positions at the Rockefeller University in New York and at Louisiana State University School of Medicine in New Orleans.

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R. Bryan Riggsbee, Chief Financial Officer and Treasurer, joined us in October 2014. He previously served 10 years with Laboratory Corporation of America (LabCorp) where his most recent position was as Senior Vice President of Corporate Finance with responsibility for the financial planning and analysis and treasury functions. Prior to LabCorp, Mr. Riggsbee served in various 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. Riggsbee is a Certified Public Accountant licensed in the State of North Carolina.

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Bernard F. Tobin, President of Crescendo Bioscience, Inc., a wholly owned subsidiary of Myriad, and our Myriad Autoimmune business unit, has served in 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 Head 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 Eli Lilly and Co. over the course of 16 years. He received his B.S. degree in public service and administration from Iowa State University and his M.B.A from the Fuqua School of Business, Duke University.

Richard J. Wenstrup, M.D.Mark Verratti, President of Assurex Health, Inc., a wholly owned subsidiary of Myriad, and our Myriad Neuroscience business unit, has served in his current role since August 1, 2017. He previously served as SVP, Chief Medical Officer, joined Myriad in 2006Sales and Business Development officer at Assurex since January 2016. Mr. Verratti also held senior leadership positions with Cyberonics (now known as Chief Medical Officer for Myriad Genetic Laboratories, Inc.LivaNova) from 2005-2016, and earlier with Forest Pharmaceuticals where he led the Clinical Affairs and Corporate Medical Services Departments. Prior to joining Myriad, he was internationally recognized for his academic researchcommercial teams with revenues approaching $500 million dollars. He received a B.S. in heritable disorders of connective tissue and the skeleton and served asLife Sciences with a tenured professor of Pediatrics (Human Genetics) at Cincinnati Children’s Hospital and professor of Biomedical Engineering at the University of Cincinnati. Dr. Wenstrup has published more than 100 peer-reviewed papers on human and mouse genetics. He served as past President of the Medical Advisory Board of the Ehlers-Danlos National Foundation and at the Osteogenesis Imperfecta Foundation (OIF) and as Chair of the Scientific Advisory Board of the OIF. He currently is a member of the Scientific Advisory Board of the Marfan Foundation. Dr. Wenstrup received his medical degreeminor in Physiology from the University of Cincinnati College of Medicine and completed a pediatrics residency at the University of Minnesota Hospital and a fellowship in medical genetics at the University of Washington.The Pennsylvania State University.

We have entered into our standard employment agreements with alleach of our executive officers. The employment agreements for each of our named executive officers are described elsewhere in the proxy statement under the caption “Executive Compensation –— Narrative Disclosure to Summary Compensation Table and 20162019 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 throughpay-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 executive officer that consist of (i) individual objectives tailored to each executive. For some executive officers the individual MBOs also includepre-established financial performance targets for the Company such as revenue and adjusted operating income (“Company Financial MBOs”), and (ii) individual objectives tailored to each executive

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(“Individual MBOs”).income. 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 individual objectives, and where applicable financial performance targets, and individual objectives that provide appropriatepay-for-performance metrics to incentivize executive officers to increase our profitability, success and long-term stockholder value.

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Fiscal Year 20162019 Performance

Myriad returned to growth inFor fiscal year 2016 with2019 our revenues were up four14 percent year-over-year to $754 million. We also demonstrated financial leverage with pro forma adjusted$851 million and we achieved GAAP earnings per share growing 12 percentof $0.06 andnon-GAAP earnings per share of $1.67 which represents 18% year-over-year to $1.63.growth. During fiscal year 2016,2019, we believe we accomplished manya number of our strategic objectives that we believe positionedposition the Company for long-term growth. We made substantial progress on our threefive strategic imperativescritical success factors to: i) transition and expand ourbuild upon a solid hereditary cancer testing business,foundation, ii) diversifygrow new product volume, iii) expand reimbursement coverage for new products, iv) increase RNA kit revenue internationally, and v) improve profitability with our product portfolio, and iii) increase our international contribution.Elevate 2020 Program.

We continued generating strong cash flows from operations and in fiscal year 20162019 we generated $166over $101 million in operatingnon-GAAP free cash flow. We ended the year with $239$192 million in cash, cash equivalents, and marketable investment securities and plan to continue to exercise a balanced approach to capital deployment, including investing for future growth, paying down debt associated with recent acquisitions, business development activities and share repurchases.

An explanation of the adjustments to our GAAP financial measures used in this proxy and a reconciliation of the adjusted financial measures to the comparable GAAP financial measures are included in Appendix A to this proxy statement.

Focusing on our share repurchases, duringDuring fiscal year 2016,2019 we repurchased over 4.5$50 million of additional shares of our common stock.stock under an accelerated share repurchase program. Since fiscal year 2010, we have purchased over 4650 million shares of our common stock under our stock repurchase program for $1.208$1.29 billion at a weighted average price of $26.24$24.27 per share.

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Focusing on our longer-term growth, over the past five years, we have accomplishedour revenue has grown at a 9 percent compound annual growth rate (“CAGR”) for revenues.of four percent since fiscal year 2015. This growth trajectory is primarily due to declines in hereditary cancer revenue, as a result of competition following the loss of our patents related to hereditary cancer testing, being offset by new product growth. In fiscal year 2019, 75 percent of our test volume and 44 percent of our revenue was derived from new(non-hereditary cancer) products. Additionally, in fiscal year 2019 the hereditary cancer business returned to year-over-year growth. Going forward, we believe the Company is positioned to return to higher revenue growth rates given increasing stability in hereditary cancer revenues and continued growth from new products.

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Over the past three years, we experienced a 4 percent annual stockholder return in our stock price versus a 12 percent return for the NASDAQ composite index. 

Over the past five years, we experienced a 6-7 percent annual stockholder return on our stock price versus a 1213 percent return for the NASDAQ composite index.index and a 7% return for the NASDAQ Healthcare Providers Stock Index reflecting the increased competition we faced after the loss of key hereditary cancer patents in fiscal year 2013. We included the NASDAQ Healthcare Providers Stock Index in our Stock Performance Chart as the NASDAQ Healthcare Providers Stock Index is comprised of companies which also operate in the healthcare industry. We caution that historical stock price performance, including the stock price performance shown in the chart below, is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.

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In addition to our financial results during fiscal year 2016,2019, we also achieved the following progress on our three strategic imperatives:five critical success factors:

Transition and Expansion of theBuild Upon a Solid Hereditary Cancer Testing MarketFoundation

family history.

Diversification of the PortfolioGrow New Product Volume

Expand Reimbursement Coverage for New Products

Increase RNA Kit Revenue Internationally

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Improve Profitability With Elevate 2020

reduce overall cost.

Increase International Contribution

Performance Pay for Fiscal Year 20162019

To reflect our pay for performance philosophy, based on the Company’s performance for fiscal year 2016,2019, our Compensation Committee:

Say-on-Pay Results

At our last annual meeting of stockholders in December 2015,November 2018, we held a stockholder advisory vote on the fiscal year 2018 compensation of our NEOs. This is generally referred to as a “Say-on-Pay”“Say-on-Pay” vote. ISS and Glass Lewis recommended againstfor the approval of ourSay-on-Pay vote. Our vote and our stockholders approved the compensation of our NEOs with 56.294 percent of stockholder votes cast in favor of ourSay-on-Pay resolution for fiscal year 2015. Given2018. Notwithstanding this lowhigh approval rate,percentage, we reached outcontinued our outreach to our stockholders to identify and understand concerns and feedback that they may have about our executive compensation with the goal of improving on our approval percentage rate. Additionally, we reviewed the comments made by ISS and Glass Lewis with respect to our executive compensation.sustaining a high level of approval. Our stockholders consistently made various comments and recommendations with respect to our executive compensation program including the following:following comments:

Additionally, our Compensation Committee discussed the comments raised in the ISS and

We amended our Claw Back Policy to now require an executive officersofficer to repay to us the amount of any cash and directors will continue to be awarded restricted stock units in lieu of stock options for equity incentive compensation that an executive officer receives to continue to reduce the dilutive impact of equity awards on our shareholders;extent that:

We adopted our 2017 Employee, Director and total compensation with market benchmarks and to further reduce the dilutive impact of long term equity compensation to stockholders;

The performance target metrics for our 3 year cash incentive plan for fiscal years 2017- 20192019-2021 have been changed by replacing the EBITDA performance metricmetrics which align with two new performance metrics:our strategic goals based on revenue growth, adjusted operating margin, and diversification fromnon-hereditary cancer revenue which aligns with our plan to diversify strategic goals;revenue; and

With our change to granting restricted stock units, we have reduced our non-employee directors in the form of RSU grants has been changedequity dilution from annually awarding a set number of RSUs3% down to the number of RSUs granted being subject to an award cap of $250,000 per year (based on the closing trading price of our stock on date of grant)approximately 1.5%.

The period required for full vesting of restricted stock units shall be greater than four years;

All restricted stock units awarded to our NEOs are granted subject to a predetermined, objective, formula-based, financial performance metric;

Annual cash incentive bonus an executive officer may receive is capped at a percent of his or her target bonus percentage amount;

Prohibiting any taxgross-up payments by the Company with respect to compensation paid to any employeesemployee or directors;director;

Prohibiting hedging the economic risk of holding our stock, including trading in our stock on a short-term basis, short sales of our stock and similar transactions, for which waivers are not granted;

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

CEO Pay Ratio

Following is a reasonable estimate prepared under the Securities and Exchange Commission (SEC) rules, of the ratio of the annual total compensation of our President and Chief Executive Officer to the median of the annual total compensation of our other employees. We determined that as of April 30, 2019 our employee population consisted of approximately 2,694 U.S. employees. All international employees were excluded in the 5% De Minimis Exemption adjustment as permitted by SEC rules. We then selected our median employee based on theW-2 calculated income of our U.S. employees as of December 31, 2018. For employees hired on or after January 1, 2018, we used theirW-2 income earned as of April 30, 2019.

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For Fiscal Year 20162019:

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodologies prescribed by the SEC. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Using consistently applied measures, we did not make any assumptions, adjustments or estimates with respect to base pay and we did not annualize compensation for any employee not employed for the entire year.

Due to the flexibility afforded by the rules of the SEC in calculating the pay ratio amount, the ratio calculated may not be comparable to the CEO pay ratio presented by other companies.

Fiscal Year 2019 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 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- 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 reflecting annual double-digit growth of revenue, diversifying revenues and improving operating margins. ThisThese performance metrics align with our strategic goals and objectives and thus aligns the executive officers’ interests with stockholders’ long-term interests.

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

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Formulating and Setting Executive Compensation

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

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For fiscal year 2016,2019, 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. The Compensation Committee uses this competitive market data on compensation in determining annual salary compensation, short-term (annual) incentive compensation and long-term incentive compensation (both cash and equity incentive compensation) for the President and CEO and other executive officers of the Company (the “2016“2019 Mercer Executive Compensation Review”).

As a basis for the source market data for the 20162019 Mercer Executive Compensation Review, Mercer utilized compensation data from the following group of 1513 peer companies. Mercer recommended that we retain 11 companies which is ourfrom last year’s peer group from last fiscal year with the replacement of Merit Medical Systems, Inc. with Insys Therapeutics, Inc.and added two new companies. We believe the selected peer group of companies reflects our industry and aligns with the ISS and Glass Lewis selected peer group.group for Myriad. Presently, 911 of the 1513 companies in our peer group are companies which were selected by ISS as part of ISS’s compensation pay review from last year, and 6 of the 13 companies in our peer group of companies are companies selected by Glass Lewis as part of Glass Lewis’ compensation pay review from last year. Only one of the 13 companies in our peer group were not in either the ISS or Glass Lewis peer group 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 20152018 Mercer US Global Premium Executive Remuneration Suite and the 20162019 Radford Global Life Sciences Survey. To determine competitive market compensation, where possible, composite survey data were equally blended with the proxy data from our peer group set forth above. Compensation data for the peer group were collected from available proxy-disclosed data. This information was gathered and analyzed for the 25th, 50th and 75th percentiles for annual salary, short-term incentive pay elements and long-term incentive pay elements. Where possible, our executive officers were matched to appropriate proxy and survey positions based on job content and level of responsibility. Proxy-based and survey-based salaries were aged to 20162019 at an annual rate of 33.5 percent, the average 2015/20162018/2019 salary increase for executives in the U.S. Restricted stock units were valued at fair market value (our(the closing stock price)price of our common stock) on the date of grant.

We believe that the compensation information obtained from the 20162019 Mercer Executive Compensation Review provides us appropriate compensation data and benchmarks, because it is derived from companies that are in our industry, share similar corporate structures, and have similar factors such as number of employees, market value, revenues, net income, product pipeline and gross margins. Through Mercer, we have selected those companies that we believe represent the various factors of our business as outlined above.

Utilizing the composite peer group data provided to us in the 20162019 Mercer Executive Compensation Review, the Compensation Committee analyzed, among other criteria, the average salary, short-term incentive bonus compensation and long-term incentive bonus compensation (both cash and equity compensation) for each of our executive officers at the 25^th,50^th and 75^th percentile ranges. ForIn addition, for long-term incentive equity compensation, the

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Compensation Committee analyzed, among other criteria, the average equity compensation for each of our executive officers at the 25^th,50^th and 75^th percentile range from the Mercer composite compensation data. The Compensation Committee also analyzed our equity burn rate, issued equity overhang, total equity overhang and stockholder value transfer. The Compensation Committee also took into account the Company’s stock repurchase program, which creates shareholder value but has a negative impact on equity overhang.    Finally, the Compensation Committee considered the number of restricted stock units awarded to executive officers as a group, as compared to all restricted stock units awarded. In so doing, the Compensation Committee noted that it anticipates that this ratio will continuebecome increasingly weighted towards overall employees based upon recent initiatives to be weighted toward the executive officer group as we transition away from our historical practiceincrease equity ownership among a broader set of granting equity incentive compensation to allMyriad employees. For example, newall company employees below the director level arewith management roles now compensated under our profit sharing plan, rather throughreceive stock based compensation and all employees ranked astop-25 percent employees receive a small equity compensation.grant.

The Compensation Committee has approved apay-for-performance philosophy for the compensation of our executive officers that is intended, in general, to provide base salary, bonus and total compensation within the 50^th to 75^th percentile of comparable companies in our industry. However, we may award compensation above the 75^th percentile when deemed appropriate to further promote and achieve the primary objectives of our compensation

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programs. The comparable group of companies on which we rely to corroborate our determinations are those represented by the peer groups utilized in the Mercer Executive Compensation Review and those that participated in the industry survey reports used by Mercer. Within the scope of 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 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 individual 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.

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Based on our financial performance for fiscal year 2016, including our evaluation of the corporate developments, accomplishments and events that occurred during fiscal year 2016, and an assessment of each executive officer’s performance of MBOs for fiscal 2016, we increased the base salaries for our NEOs for fiscal year 2017 as set forth below. For fiscal year 2017,2019, the base salary of our President and CEO and CFO and Treasurer are now atand our named executive officers were increased by an average of 4.4% and all were between the 50th percentile50 to 75 percent range of base salaries for our peer group as provided ingroup. For fiscal year 2020, the 2016 Mercer Executive Compensation Report.

We believe that thebase salary increases forof our President and CEO and CFO and Treasurer, and our named executive officers were appropriate based on the performanceincreased by an average of 3.5% and accomplishments for each of these individuals and to meet the minimum compensation guidelines atall were between the 50^th percentile.  to 75 percent range of our peer group.

We believe that increasing our salaries areexecutive officers’ base salary for FY 2020 reflects the commitment and contribution of the executive officers to our goal of increasing our operating profitability, while being set at a level that appropriately set to attractattracts 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 year 2017 are consistent with the 3 percent salary increase authorized by our Board for all Company employees for fiscal year 2017.

Annual Cash Incentive Bonus

The annual cash incentive bonus amount is determined as part of our management performance program. As a part of this review, we assess the executive officer’s performance in each of the areas in which Individual 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.

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For fiscal year 2016,2019, for purposes of determining the annual cash incentive bonuses paid to our NEOs and executive officers other thanincluding our President and CEO, the Compensation Committee used a formulaic approach, based on a target incentive bonus as a percentage of base salary determined in early fiscal 2016,year 2019, Company performance, and the achievement of Individual MBOs. The target incentive bonus as a percentage of base salary for each executive officer (other than our President and CEO) ranged from 45 to 60 percent, depending on the responsibilities and experience of the executive officer, and was based on the target incentive bonus percentage from our peer group for each of the individual executive officers. For our President and CEO the target incentive bonus as a percentage of base salary was 100 percent. The annual cash incentive bonus amount for each executive officer and our President and CEO 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, and times (b) the executive officer’s performance goals score (based on degree of accomplishment of Company Financial MBOs and Individualindividual MBOs as determined by the Compensation Committee)., and times (c) a Company multiplier based on the Company’s adjusted operating income. The annual cash bonus amount is capped by the Company multiplier, and, as a percentage, can never exceed 130 percent of the executive officer’s applicable target incentive bonus percentage.

For fiscal year 2016, our pre-established financial performance targets were based on our revenues and adjusted operating income. We2019, we achieved $753.8 million in revenues and adjusted operating income of $179.5 million. Based$145.2 million and based on these financial results, compared to the pre-established targets, the Compensation Committee determined that the Company Financial MBOscompany multiplier applicable to each executive officer had been achieved at the 90

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percent level. Each executive officer was then scored on his or her Individualindividual MBOs, as discussed below for our NEOs under “Named Executive Officer Performance for Fiscal 2016”2019”. The composite MBO performance scoresPerformance Goals Score for the executive officer group ranged from 7390 to 93 percent, with one executive officer achieving 100%.

For our President and CEO, the Compensation Committee approved pre-determined, objective, formula-based financial performance metrics, along with the achievement of Individual MBOs which cannot increase but may only reduce the executive officer’s cash incentive bonus. The annual cash incentive bonus for our President and CEO was granted under our 2013 Executive Incentive Plan (the “Section 162(m) Incentive Plan”), which is a plan that permits qualifying executive compensation to be deducted for federal income tax purposes under Section 162(m). Based on the responsibilities and experience of our President and CEO, and based on the target incentive bonus percentages from our peer group, the Compensation Committee set the target incentive bonus as a percentage of base salary at 100% for our President and CEO. Accordingly, our President and CEO’s cash incentive bonus for fiscal year 2016 was determined based on the following formula:

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

The Total Performance Factor was based on fiscal year 2016 Company revenues and adjusted operating income and is calculated as follows:

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

The Revenue Performance Factor equals the quotient of fiscal year 2016 total revenues divided by the designated total revenue target for fiscal year 2016. The Adjusted Operating Income Performance Factor equals the quotient of fiscal year 2016 adjusted operating income divided by the designated adjusted operating income target for fiscal year 2016. However, as set forth in the Section 162(m) Incentive Plan in no event may the Total Performance Factor exceed 130% and so there is a separate cap on the 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 for fiscal year 2016, the Compensation Committee determined that Mr. Capone had achieved a Total Performance Factor of 90.9%. Accordingly, the Compensation Committee determined the annual cash incentive bonus for Mr. Capone for fiscal year 2016 in the amount of $727,200.

Because we only partially achieved the revenue and adjusted operating income performance goals we set, and based on the accomplishment of Individual MBOs for the executive officer group, the annual cash incentive bonus for fiscal year 2016 was reduced by 7 to 27 percent from target levels for the executive officer group.98 percent.

The Compensation Committee determined the annual cash incentive bonuses for our NEOs for fiscal year 20162019 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 2016.2019. 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.

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For fiscal year 2017,2020, the Compensation Committee has decided to utilize the same comparable formulaic approach for determining the annual cash incentive bonus for executive officers as used for fiscal year 2016.2019. The Compensation Committee established the following target incentive bonus percentages for our NEOs which will be used in determining annual cash incentive bonus amounts for fiscal year 20172019 performance. These are unchanged from the targets established for fiscal year 2016, except for Mr. Riggsbee whose target incentive bonus percentage was increased to 60 percent based on his responsibilities as our CFO and Treasurer. Additionally, Mr. Capone’s fiscal year 2017 annual cash incentive bonus was granted under our 2013 Executive Incentive Plan based on the predetermined financial performance metrics set by our Compensation Committee.2019.

Long-Term Incentive Awards

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

Three-Year Cash Incentive Bonus. In September 2013,December 2012, the Compensation Committee established a long-term cash incentive bonus program for our executive officers based on predetermined, objective financial formula-based performance targets to be accomplished at the end of the third ensuing fiscal year or fiscal year 2016. The Compensation Committee believed that these financial performance targets, based on annual double-digit growth, if accomplished, would represent strong financial growth for the Company over the three year period. The financial metrics established for these payouts were based on the Company’s total revenues (50 percent weight), earnings per share (25 percent weight) and EBITDA (25 percent weight). The three-year incentive bonus award amount was based on a target bonus amount as a percentage of fiscal year 2016 base salary of 20 percent for our President and CEO and President of MGL and 15 percent for our other executive officers. (For our three-year cash incentive bonuses awarded after fiscal year 2014, the bonus amount is based on

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

For fiscal year 2016, the Compensation Committee determined to continue our long-term cash incentive bonus program for our executive officers and established in September 2015 predetermined, objective financial formula-based performance targets of revenue (50 percent weight) and EBITDA (50 percent weight) which must be accomplished at the end of fiscal year 2018. For any amount to be paid, the minimum predetermined financial metric thresholds must be surpassed; otherwise, no bonus amount will be paid. Under this program,As reflected in the following table, the financial metrics for these payouts are reviewed and determined 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 fiscal year 2016 base salary of 20 percent for our President and CEO and 15 percent for our other executive officers. For all executive officers, the target bonus percentage and bonus amount is capped. capped at 150% of the target bonus. Based on the Company’s financial performance, we have only made a payout under our long-term cash incentive bonus program for the three-year performance period ending with FY2015 and FY2019. For the other three-year performance periods ending in FY2016, FY2017, and FY2018, none of the target thresholds were achieved, so no payouts were made.

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The following table summarizes each of the three-year cash incentive awards established for our 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 revenue growth for the Company, 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, 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 year 2016,2019, and the maximum amount payable under these awards, are reported in the table for 20162019 Fiscal Year Grants of Plan Based Awards.

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

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

Initial Equity Awards. Beginning in fiscal 2015, executivesExecutives who join us, who are granted equity, are granted restricted stock unit awards. The amount of the initial restricted stock unit award and vesting schedule areis determined based on the executive’s position and analysis of the competitive practices of the companies similar in size as represented in the compensation data that we review with the goal of creating a total compensation package for new employeesexecutives that is competitive with other similar companies and that will enable us to attract high quality management personnel. In general, one-fourthOne-fourth of each initial equity award will vest on an annual basis over four-plus years.

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

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been achieved, vesting of the award is based on the NEO’s continued employment with us. In determining the amount of equity compensation to be awarded,

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the Compensation Committee will consider various factors, including our financial and operating performance for the applicable period; the executive officer’s contribution to our performance; the anticipated contribution of the executive officer to our future performance; the accomplishments of the executive officer as measured by achievement of MBOs; a review of compensation for comparable positions in our peer group from our benchmarking studies; and the total compensation of the executive officer and the anticipated retentive effect of the grant of additional equity compensation. We also take into consideration the total number of our outstanding shares of our common stock, the relative dilution to stockholders, as well as our gross equity burn rate, issued equity overhang and total equity overhang. The size of the option grant or restricted stock unit award generally increases as the rank and responsibilities of the executive officer increases.

Restricted stock unit awards are made once a year at our Compensation Committee meeting held in connection with the 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 nonpublic information, whether or not that information may favorably or unfavorably impact the price of our common stock. Restricted stock unit awards for the executive officers, including our President and CEO, are approved by the Compensation Committee.

In order to reflect our pay for performance philosophy, and in response to shareholders concerns regarding the dilutive impact of equity incentive compensation, we reduced the level of RSUs awarded in fiscal year 2016 by approximately 25%. Based on the 20162019 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 unit awards made on September 15, 2015,19, 2018, based on fiscal year 20152018 performance, to our then President and CEO was belowexecutive officers were generally between the 50th percentile, and 75^th percentile. For our NEOs, it was above the 50th percentile for our CFO and Treasurer. These awards were later reduced by 4.6 percentdetermined that, based on the level of achievement ofour revenues for fiscal 2016 revenues,year 2019, that the financial performance metric for fiscal 2016year 2019 associated with the grant of these restricted stock units.units was achieved at the 95 percent threshold; hence, there was a reduction in the number of restricted stock units originally awarded to our NEOs. The long-term incentive value of the annual restricted stock unit awards made to our NEOs in fiscal year 20162019 is reported in the table for 20162019 Fiscal Year Grants of Plan Based Awards and was determined at their grant date fair value calculated in accordance with ASC Topic 718 based on achieving 100%95 percent of the award.

We felt the RSU award levels were appropriate based on the comparative long-term peer group compensation data from the 20162019 Mercer Executive Compensation Review, given the Company’s performance relative to its peers, the individual accomplishments of our NEOs during fiscal year 2015,2018, including our President and CEO, relative to their MBOs and to continueour goal of continuing to place an increased weighting of compensation on long term equity compensation. We also believe these equity awards now directed to the 50^th percentile forare consistent with our Presidentgoal of placing our president and CEO and CFO in the 50^th-75^th percentile, and Treasurer, wereare appropriate based onupon the Company’s financial performance. Thus, these equity awards appropriately reward our executives for their consistent past performance, and incentivize our executives to work hard to continue to deliver similar performance and to remain employed at the Company.

Compensation Objectives

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

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The specific directives of the Compensation Committee are to provide appropriate short and long-term compensation and incentives, in the form of cash and equity, that motivate and reward the accomplishment of individual and corporate objectives and that 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, the 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. On September 25, 2019, the Compensation Committee approved all fiscal year 2020 MBOs for our executive officers. During the fiscal year, additional MBOs may be established and assigned to an executive officer, including our President and CEO.

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, the 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 the President and CEO.

In the case of our President and CEO, the Compensation Committee reviews and discusses the accomplishment of his MBOs for the fiscal year. The Compensation Committee then makes its review and determinations for 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 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 our 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 year 2016 were based on total revenues and adjusted operating income, and (ii) individual objectives tailored to each executive. EachAs applicable, each executive officer receives the same Company Financial MBOs as part of their respective MBOs. The Company Financial MBOs represents 50 percent of the total weighting of each executive officer’s MBOs.

From time to time, for those designated, an executive officer’s incentive compensation may also 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 given one or morepre-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) 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.targets.

The MBOs for our NEOs for fiscal year 20162019 were as follows:

Mark C. Capone, President and CEO –— manage the Company to achieve designated financial targets for total revenues and adjusted operating income for fiscal year 2016; achieve designated financial targets for

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transition of hereditary cancer market to myRisk testing with designated percentages of hereditary cancer revenues from long-term payer contracts;2019; achieve financial targets for increased revenue potential resulting from non-hereditary cancer testing products;new reimbursement coverage decisions; achieve designated milestones to advance the Company’s product pipeline; and achieve Elevate 2020 projects to increased operating income.

Alexander Ford, President Myriad Women’s Health, Inc. — achieve designated financial targettargets for revenuesMyriad Women’s Health for total revenue and adjusted operating income in fiscal year 2019; complete the integration of Myriad Women’s Health to achieve designated financial targets; achieve financial targets for increased revenue potential resulting from international operations.new reimbursement coverage decisions pertaining to Myriad Women’s Health products; complete the integration of Myriad’s hereditary cancer tests with Counsyl by a designated timeline.

R. Bryan Riggsbee,Chief Financial Officer and Treasurer –— manage the Company to achieve designated financial targets for total revenues and adjusted operating income for fiscal year 2016; increase level2019; lead the integration of Myriad Women’s Health to achieve designated financial synergies and financial targets; oversee Elevate 2020 cost reduction or revenue enhancement initiatives to deliver increased operating income generation from international operations; continue development work onand achieve designated financial function in supporttarget for cost savings; improve Company productivity to achieve designated financial cost savings target; and continued management of operations; develop internal audit function on enterprise risk; and improved investor relations.Enterprise Risk Management function.

Jerry S. Lanchbury, Ph.D., Chief Scientific Officer – manage the Company to achieve— develop and validate new technologies for operations; complete designated financial targets for total revenues and adjusted operating income for fiscal year 2016; achieve one approved investigational device exception (“IDE”) submission and one premarket approval (“PMA”) submission from our product pipeline; initiate early access launch for a tumor product in the U.S.; provide proof of concept for at least two long – term product opportunities;clinical studies; and complete technical transfer for Clinical Laboratory Improvement Amendmentsdevelopment of 1988 (“CLIA”) homologous recombination deficiency (“HRD”) process to Myriad Genetic Laboratories.designated new products.

Richard M. Marsh, Executive Vice President,EVP, General Counsel and Secretary – manage— organize new compliance department and lead implementation of the Company to achieve designated financial targetsprogram; provide legal support for total revenueskey company integration and adjusted operating incomestrategic initiatives; provide intellectual property support for fiscal year 2016; continue to developnew pipeline products; and implement Company’s intellectual property strategy; implement and oversee compliance plans for affiliated group, including international activities; and completion of global tax minimization plan.new contract management system.

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

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Named Executive Officer Performance for Fiscal 20162019

President and CEO: Based on our financial results for fiscal year 2016,2019, and the degree of accomplishment of Individual MBOs, the Compensation Committee determined that Mr. Capone had achieved 90.9%a Total Performance Factor of the financial performance targets set84% for him underdetermining his annual cash incentive bonus. As part of this determination, the Company Financial MBOs for fiscal 2016. The Compensation Committee also determined that Mr. Capone had accomplished his Individual MBOs based onnoted the transitionattainment of alladditional reimbursement coverage for new products, key advancements in our product pipeline, and increased operating income attributable to implementation of the Company’s targeted accounts to myRisk testing with 65% of hereditary cancer revenues from long-term payer contracts; the increase in revenue from non-hereditary cancer testing products; and the increase in revenues for international operations.Elevate 2020 initiatives. Additionally, the Compensation Committee noted, that under Mr. Capone’s supervision, the Company’s achievedaccomplishments of the additional MBOs set forth below.Company as discussed above under the caption: “Fiscal Year 2019 Performance.”

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

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Role of Management in Our Compensation Program

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

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

Termination andChange-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 executive officers to reinforce and encourage the continued employment and dedication of our executive officers without distraction

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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 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 taxgross-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.

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For the payments each of our NEOs is entitled to receive upon achange-in-control see “Executive Compensation –— Potential Payments Upon Termination orChange-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 utilize long termlong-term equity incentive compensation in the form of restricted stock units as a substantial component of compensation (prior to fiscal year 2015 we utilized stock options). The Compensation Committee views the award of 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 years for full vesting of restricted stock units. If an employee leaves the Company before the completion of the vesting period, then that employee will not be entitled to any benefit from thenon-vested portion of the award. However, in connection with an executive officer’s separation of employment, we may accelerate a portion of non-vested equity grants as may be negotiated in the executive officer’s separation or resignation agreement. Additionally, for our NEOs, the restricted stock unit award also has a performance metric that, if not met, would require the NEO to forfeit a portion up to the entire restricted stock unit award regardless of the additional requirement of vesting. We believe that this vesting feature makes it more attractive to remain as our employee and this arrangement does not require substantial cash payments by the Company. Similarly, our three-year cash incentive bonus awards promote long-term performance by establishing significant growth performance targets that must be met over a three-year period. This long-term cash incentive bonus also promotes retention of our executives as no payment is made under our three-year cash incentive bonus awards if the executive officer is not employed on the 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.

Conclusion

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

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Summary Compensation Table

The following table shows the total compensation paid or accrued during the fiscal years indicated to (1) our President and Chief Executive Officer, (2) our Chief Financial Officer, and (3) our three next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended June 30, 20162019 and were serving as executive officers as of June 30, 2016.2019.

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2016

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2019 Fiscal Year Grants of Plan-Based Awards

The following tables show information regarding grants ofnon-equity and equity awards that we made during the fiscal year ended June 30, 2016 to2019to each of the executive officers named in the Summary Compensation Table.

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Narrative Disclosure to Summary Compensation Table and 20162019 Fiscal Year Grants of Plan-Based Awards Table

We have entered into standard form employment agreements with no defined term with each of our NEOs. Pursuant to these agreements, either party may terminate employment without cause at any time upon 15 daysa specified period of written notice to the other party or immediately with cause upon written notice to the other party. Each employment agreement also provides that the employee will not disclose confidential information of ours during and after employment and will not compete with us during the term of employment. Since the dates of these agreements entered into with our NEOs, the compensation paid to each NEO has been increased and additional stock options and restricted stock unitsequity awards have been granted, the most recent of which are as discussed below.

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Previously, we have entered into an Executive Retention Agreement with each of our NEOs under which they are entitled to certain benefits upon achange-in-control, as discussed below under “Executive Compensation –— Potential Payments Upon Termination orChange-in-Control.”

Mr. Capone was appointed to the position of President and CEO of the Company beginning July 1, 2015. He had previously entered into the Company’s standard form of employment agreement when he was initialedinitially hired by the Company in October 2002 as the Vice President of Sales for MGL. Thereafter, in September 2005, he was appointed to the position of Senior Vice President of Sales for MGL. In February 2006, he was appointed to the position of Chief Operating Officer for MGL, and then in March 2010 he was appointed President of MGL. As determined by our Compensation Committee, he received an annual salary of $800,000$887,000 for the fiscal year ended June 30, 2016.2019. Mr. Capone will be paid an annual base salary of $852,000$918,045 as our President and CEO for the fiscal year ending June 30, 2017.2020. His annual cash incentive bonus for fiscal 20162019 was $727,200$742,419 as approved by our Compensation Committee based on the level of achievement ofpre-established performance goals. Additionally, in September 2015,2018, the Compensation Committee approved a three-year cash incentive award under our 2013 Executive Incentive Plan pursuant to which Mr. Capone will be entitled to receive up to $240,000$266,100 as of the end of fiscal 20182021 if we achieve the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 20162019 Named Executive Officer Compensation –— Long-Term Incentive Awards –— Three-Year Cash Incentive Bonus.”On September 15, 2015,19, 2018, Mr. Capone was granted a restricted stock unit award of 82,500150,000 shares of the Company, subject to time-based and performance-based vesting requirements. Based on the level of accomplishment of the performance-based metric for fiscal 2016,2019, the restricted stock unit award was reduced to 78,70595 percent of the original grant or 142,500 shares. On September 14, 2016,25, 2019, he was granted a restricted stock unit award of 165,000150,000 shares of the Company, subject to time-based and performance-based vesting requirements.

Mr. Ford was appointed President of Myriad Women’s Health, Inc. beginning August 1, 2018. He had previously entered into the Company’s standard form of employment agreement when he was initially hired by the Company in June 2010 as the Vice President of Sales for MGL. Thereafter, in July 2011, he was appointed to the position of GM Preventative Care, and thereafter as MGL’s Chief Commercial Officer in January 2013. Thereafter he was appointed as President of MGL until 2018. As determined by our Compensation Committee, Mr. Ford received an annual salary of $519,168 for the fiscal year ended June 30, 2019, and will be paid an annual base salary of $537,000 for the fiscal year ending June 30, 2020. His annual cash incentive bonus for fiscal 2019 was $257,923 as determined by our Compensation Committee. Additionally, in September 2018, the Compensation Committee approved a three-year cash incentive award under our 2013 Executive Incentive Plan pursuant to which Mr. Ford will be entitled to receive up to $116,812 as of the end of fiscal 2021 if we achieve the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 2019 Named Executive Officer Compensation — Long-Term Incentive Awards — Three-Year Cash Incentive Bonus.” On September 19, 2018, he was granted a restricted stock unit award of 50,000 shares of the Company, subject to time-based and performance-based vesting requirements. Based on the level of accomplishment of the performance-based metric for fiscal 2019, the restricted stock unit award was reduced to 95 percent of the original grant or 47,500 shares. On September 25, 2019, Mr. Ford was granted a restricted stock unit award of 50,000 shares of the Company, subject to time-based and performance-based vesting requirements.

Mr. Riggsbee was appointed to the position of Chief Financial Officer and Treasurer in October, 2014, and entered into the Company’s standard form of employment agreement at that time. As determined by our Compensation Committee, he received an annual salary of $400,000$466,650 for the fiscal year ended June 30, 2016.2019. Mr. Riggsbee will be paid an annual base salary of $432,000$483,000 for the fiscal year ending June 30, 2017.2020. His annual cash incentive bonus for fiscal 20162019 was $180,000$236,872 as determined by our Compensation Committee. Additionally, in September 2015,2018, the Compensation Committee approved a three-year cash incentive award under our 2013 Executive Incentive Plan pursuant to which Mr. Riggsbee will be entitled to receive up to $90,000$104,996 as of the end of fiscal 20182021 if we achieve the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 20162019 Named Executive Officer Compensation –— Long-Term Incentive Awards –— Three-Year Cash Incentive Bonus.” On September 15, 2015,19, 2018, he was granted a restricted stock unit award of 50,000 shares of the Company, subject to time-based and performance-based vesting requirements. Based on the level of accomplishment of the performance-based metric for fiscal 2016,2019, the

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restricted stock unit award was reduced to 47,70095 percent of the original grant or 47,500 shares. On September 14, 2016,25, 2019, Mr. Riggsbee was granted a restricted stock unit award of 60,00050,000 shares of the Company, subject to time-based and performance-based vesting requirements.

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Dr. Lanchbury was appointed to the position of Senior Vice President, Research in November 2002 and entered into the Company’s standard form of employment agreement at that time. In September 2005, he was promoted to Executive Vice President, Research. In February 2010, Dr. Lanchbury was appointed Chief Scientific Officer. As determined by our Compensation Committee, he received an annual salary of $479,400$508,595 for the fiscal year ended June 30, 2016.2019. Dr. Lanchbury will be paid an annual base salary of $493,782$526,000 for the fiscal year ending June 30, 20172020. His annual cash incentive bonus for fiscal 20162019 was $215,730$224,290 as determined by our Compensation Committee. Additionally, in September 2015,2018, the Compensation Committee approved a three-year cash incentive award under our 2013 Executive Incentive Plan pursuant to which Dr. Lanchbury will be entitled to receive up to $107,888$114,434 as of the end of fiscal 20182021 if we achieve the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 20162019 Named Executive Officer Compensation –— Long-Term Incentive Awards –— Three-Year Cash Incentive Bonus.”On September 15, 2015,19, 2018, he was granted a restricted stock unit award of 48,75040,000 shares of the Company, subject to time-based and performance-based vesting requirements. Based on the level of accomplishment of the performance-based metric for fiscal 2016,2019, the restricted stock unit award was reduced to 46,50895 percent of the original grant or 38,000 shares. On September 14, 2016,25, 2019, Dr. Lanchbury was granted a restricted stock unit award of 50,00040,000 shares of the Company, subject to time-based and performance-based vesting requirements.

Mr. Marsh was appointed to the position of Executive Vice President, General Counsel and Secretary in November 2002 and entered into the Company’s standard form of employment agreement at that time. In September 2005, he was promoted to Executive Vice President, General Counsel and Secretary. As determined by our Compensation Committee, Mr. Marsh received an annual salary of $479,400$508,595 for the fiscal year ended June 30, 2016,2019. Mr. Marsh retired from Myriad Genetics effective July 1, 2019 and consequently will not receive a salary as EVP General Counsel and Secretary in fiscal year 2020. On July 1, 2019, the Company entered asix-month agreement with Mr. Marsh under which Mr. Marsh agreed not to compete with the Company and will be paidprovide consultation to the Company on an annual base salary of $493,782as-needed basis, in return for which the fiscal year ending June 30, 2017.Company will pay Mr. Marsh $20,000 per month. His annual cash incentive bonus for fiscal 20162019 was $218,127$205,981 as determined by our Compensation Committee. Additionally, in September 2015,2018, the Compensation Committee approved a three-year cash incentive award under our 2013 Executive Incentive Plan pursuant to which Mr. Marsh, will bebut for his retirement effective July 1, 2019, would have been entitled to receive up to $107,888$114,434 as of the end of fiscal 20182021 if we achievethe Company achieves the performance goals discussed above in the Compensation Discussion and Analysis under the heading “Fiscal Year 20162019 Named Executive Officer Compensation –— Long-Term Incentive Awards –— Three-Year Cash Incentive Bonus.”On September 15, 2015,19, 2018, he was granted a restricted stock unit award of 47,25040,000 shares of the Company, subject to time-based and performance-based vesting requirements. Based on the level of accomplishment of the performance-based metric for fiscal 2016,2019, the restricted stock unit award was reduced to 45,077 shares. On September 14, 2016,95 percent of the original grant or 38,000 shares.Due to his retirement from the Company effective July 1, 2019, Mr. Marsh was granted a restricted stock unitwill not be eligible for any further salary, bonus, or Long-Term Incentive Awards, including the award of 50,000 shares of the Company, subject to time-based and performance-based vesting requirements.

Mr. Tobin was appointed President of Crescendo Bioscience, Inc. in January 2015 and entered into the Company’s standard form of employment agreement at that time. As determined by our Compensation Committee, Mr. Tobin received an annual salary of $412,000scheduled for the fiscal year ended June 30, 2016, and will be paid an annual base salary of $424,360 for the fiscal year ending June 30, 2017. His annual cash incentive bonus for fiscal 2016 was $191,580 as determined by our Compensation Committee. Additionally, in September 2015, the Compensation Committee approved a three-year cash incentive award under our 2013 Executive Incentive Plan pursuant to which Mr. Tobin will be entitled to receive up to $92,700 as of the end of fiscal 2018 if we achieve the performance goals discussed2021 mentioned above, in the Compensation Discussion and Analysis under the heading “Fiscal Year 2016 Named Executive Officer Compensation – Long-Term Incentive Awards – Three-Year Cash Incentive Bonus.” Ondid not receive an equity grant on September 15, 2015, he was granted a restricted stock unit award of 52,000 shares of the Company, subject to time-based and performance-based vesting requirements. Based on the level of accomplishment of the performance-based metric for fiscal 2016, the restricted stock unit award was reduced to 49,608 shares. On September 14, 2016, Mr. Tobin was granted a restricted stock unit award of 40,000 shares of the Company, subject to time-based and performance-based vesting requirements.25, 2019.

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All annual restricted stock unit awards granted to our NEOs are subject to a predetermined, formula-based financial performance metric that must be met in order for these awards to vest annually over a four-plus year period. In addition to the annual cash incentive bonus paid to each of our NEOs, all employees, including the named executive officers, received a holiday bonus of $512 in fiscal 2016.

In September 2016,2019, the Compensation Committee approved a three-year cash incentive award under our 2013 Executive Incentive Plan pursuant to which our executive officers and other key management members may be entitled to receive compensation at the end of fiscal 2019year 2022 if certain predetermined performance goals are achieved. Following are the amounts that may be earned for our NEOs for the awards under our three-year cash incentive awards: