Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
1. Disclosure Controls and Procedures
We maintain disclosure controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our Disclosure Controls are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our Disclosure Controls, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applied its judgment in evaluating and implementing possible controls and procedures.
As of the end of the period covered by this Annual Report on Form 10-K, we evaluated the effectiveness of the design and operation of our Disclosure Controls, which was done under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
2. Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Our management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). We have evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K, with the participation of our Chief Executive Officer and Chief Financial Officer, as well as other key members of our management. Based on this assessment, management concluded that, as of December 31, 2024, the Company's internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included elsewhere herein.
3. Change in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter or year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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4. Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Myriad Genetics, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Myriad Genetics, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Myriad Genetics, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Salt Lake City, Utah
February 28, 2025
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Item 9B. OTHER INFORMATION
(b)
Rule 10b5-1 Trading Plans
On December 12, 2024 , Dale Muzzey , the Company's Chief Scientific Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale of up to 22,906 shares of common stock. The plan expires on the earlier of (i) the date all of the shares under the plan have been sold and (ii) December 31, 2025 .
Except as disclosed above, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable .
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PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” “Corporate Code of Conduct” and “ Insider Trading Policies” in our Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 5, 2025.
Item 11. EXECUTIVE COMPENSATION
The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Compensation Discussion and Analysis,” “Pay Versus Performance,” “Management and Corporate Governance – Committees of the Board of Directors and Meetings – Compensation and Human Capital Committee Interlocks and Insider Participation,” “Compensation and Human Capital Committee Report ” and “Management and Corporate Governance – Board’s Role in the Oversight of Risk Management” in our Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 5, 2025.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Compensation Discussion and Analysis - Equity Compensation Plan Information” in our Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 5, 2025.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Certain Relationships and Related Person Transactions” and “Management and Corporate Governance – Director Independence” in our Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 5, 2025.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The response to this item is incorporated by reference from the discussion responsive thereto in the proposal entitled “Selection of Independent Registered Public Accounting Firm” in our Proxy Statement for the 2025 Annual Meeting of the Stockholders expected to be held on June 5, 2025.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are included as part of this Annual Report on Form 10-K.
1. Financial Statements
See “Index to Consolidated Financial Statements” under Part II, Item 8 to this Annual Report on Form 10-K.
2. Financial Statement Schedules
Financial statement schedules have not been included because they are not applicable, or the information is included in financial statements or notes thereto.
3. Exhibits
Exhibit
Number Exhibit Description Filed with this
Report Incorporated by
Reference herein
from Form or
Schedule Filing Date SEC File/
Registration
Number
3.1 Restated Certificate of Incorporation, as amended
10-Q
(Exhibit 3.1)
8/4/2023 000-26642
3.2
Restated By-Laws
8-K (Exhibit 3.1)
10/15/2020 000-26642
4.1 Specimen Common Stock Certificate
10-K
(Exhibit 4.1) 8/15/2011 000-26642
4.2 Description of Securities
10-KT (Exhibit 4.2) 3/16/2021 000-26642
Lease Agreements
10.1 .1 Lease Agreement, dated October 12, 1995, between the Registrant and Boyer Research Park Associates V, by its general partner, the Boyer Company
10-Q
(Exhibit 10.2) 11/8/1996 000-26642
.2 Amendment to Phase I Lease Agreement, dated February 3, 2016, between the Registrant and HCPI/UTAH II, LLC
10-Q
(Exhibit 10.1) 5/4/2016 000-26642
.3
Lease Termination Agreement, dated December 18, 2023, between the Registrant and HCPI/Utah II, LLC
10-K (Exhibit 10.1.3)
2/28/2024 000-26642
10.2 .1 Lease Agreement-Research Park Building Phase II, dated March 6, 1998, between the Registrant and Research Park Associated VI, by its general partner, the Boyer Company, L.C.
10-K
(Exhibit 10.44) 9/24/1998 000-26642
.2 Amendment to Phase II Lease Agreement, dated February 3, 2016, between Myriad Genetics, Inc. and HCPI/UTAH II, LLC
10-Q
(Exhibit 10.2) 5/4/2016 000-26642
.3
Lease Termination Agreement, dated December 18, 2023, between Myriad Genetics, Inc. and HCPI/Utah II, LLC
10-K (Exhibit 10.2.3)
2/28/2024 000-26642
10.3 .1 Lease Agreement, dated March 31, 2001, between the Registrant and Boyer Research Park Associates VI, by its general partner, The Boyer Company, L.C.
10-Q
(Exhibit 10.1) 5/15/2001 000-26642
.2 Amendment to Phase III Lease Agreement, dated February 3, 2016, between Myriad Genetics, Inc. and HCPI/UTAH II, LLC
10-Q
(Exhibit 10.3) 5/4/2016 000-26642
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Exhibit
Number Exhibit Description Filed with this
Report Incorporated by
Reference herein
from Form or
Schedule Filing Date SEC File/
Registration
Number
.3
Lease Termination Agreement, dated December 18, 2023, between Myriad Genetics, Inc. and HCPI/Utah II, LLC
10-K (Exhibit 10.3.3)
2/28/2024 000-26642
10.4 .1
Lease Agreemen t, dated February 9, 2022, between Myriad G enetics, Inc. and Bay Bridge/Corporate, LLC
10-K (Exhibit 10.4)
2/28/2024 000-26642
.2
Amendment to Building D Lease Agreement, dated April 10, 2024, between Myriad Genetics, Inc. and ATP SLC D, LLC
X
10.5 Lease, effective December 7, 2021, between Myriad Women's Health, Inc. and Bayside Area Development, LLC
10-K (Exhibit 10.5)
2/28/2024 000-26642
10.6
.1
L ease Agreement, dated December 1, 2012, by and between Assurex Health, Inc. and the City of Mason, Ohio
X
.2
F ifth Addendum to Lease Agreement, dated February 20 , 2025, between As surex Health, Inc. and the City of Mason, Ohio
X
Agreements with Executive Officers and Directors
10.7
Non-Employee Director Compensation Policy (effective June 2023)+
10-Q
(Exhibit
10.4)
8/4/2023 000-26642
10.8
Form of D irector and E xecutive O fficer I ndemnification A greement+
10-K
(Exhibit 10.34) 8/25/2009 000-26642
10.9
Form of Severance and Change in Control Agreement+
8-K (Exhibit 10.1) 10/15/2020 000-26642
10.10
Executive Employment Agreement between the Registrant and Paul J. Diaz dated July 24, 2020+
10-Q
(Exhibit
10.1) 11/9/2020 000-26642
10.11
Performance-Based Restricted Stock Unit Agreement between Registrant and Paul J. Diaz dated October 8, 2020+
10-Q
(Exhibit
10.2) 11/9/2020 000-26642
10.12
Restricted Stock Unit Agreement between the Registrant and Paul J. Diaz dated August 13, 2020+
10-Q
(Exhibit
10.3) 11/9/2020 000-26642
10.13
Performance-Based Non-Qualified Stock Option Agreement between the Registrant and Paul J. Diaz dated August 13, 2020+
10-Q
(Exhibit
10.4) 11/9/2020 000-26642
10.14
Non-Qualified Stock Option Agreement between the Registrant and Paul J. Diaz dated August 13, 2020+
10-Q
(Exhibit
10.5) 11/9/2020 000-26642
10.15
Form of Separation and Release Agreement between the Registrant and Paul J. Diaz+
10-Q
(Exhibit
10.6) 11/9/2020 000-26642
10.16
E x e c u t i v e Employment Agreement, dated October 1 7 , 202 3 , between Myriad Genetics, Inc. and Samraat S. Raha+
10-Q (Exhibit 10.2)
11/7/2023 000-26642
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Exhibit
Number Exhibit Description Filed with this
Report Incorporated by
Reference herein
from Form or
Schedule Filing Date SEC File/
Registration
Number
10.17
Chief Operating Officer Severance and Change of Control Agreement, dated December 11, 2023 , by and between Myriad Genetics, Inc. and Samraat S. Raha+
10-K (Exhibit 10.16)
2/28/2024 000-26642
10.18
Executive Employment Agreement, dated December 15, 2023, between Myriad Genetics, Inc. and Scott Leffler+
10-K (Exhibit 10.17)
2/28/2024 000-26642
10.19
Amended and Restated Employment Agreement, dated February 24, 2025, between Myriad Genetics, Inc. and Samraat S. Raha+
8-K
(Exhibit 10.1)
2/24/2025 000-26642
10.20
Chief Executive Officer Severance and Change of Control Agreement, dated February 24, 2025, by and between Myriad Genetics, Inc. and Samraat S. Raha+
8-K
(Exhibit 10.2)
2/24/2025 000-26642
10.21
Employment Agreement, dated February 24, 2025, by and between the Company and Mark S. Verratti +
8-K
(Exhibit 10.3)
2/24/2025 000-26642
10.22
Severance and Change of Control Agreement, dated February 24, 2025, by and between the Company and Mark S. Verratti +
8-K
(Exhibit 10.4)
2/24/2025 000-26642
10.23
Consulting Agreement, dated February 24, 2025, by and between the Company and Paul J. Diaz
8-K
(Exhibit 10.5)
2/24/2025 000-26642
Equity Compensation Plans
10.24
2017 Employee, Director and Consultant Equity Incentive Plan, as amended (June 1, 2023)+
8-K
(Exhibit 10.1)
6/2/2023 000-26642
10.25
Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan+
10-K
(Exhibit 10.11) 8/13/2020 000-26642
10.26
Amended and Restated 2012 Employee Stock Purchase Plan +
8-K
(Exhibit 10.1) 6/2/2022 000-26642
10.27
Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (Employee)+
10-Q (Exhibit 10.1)
5/4/2023 000-26642
Credit Agreement
10.28
Credit Agreement dated June 30, 2023, among Myriad Genetics, Inc., the other loan parties from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent and issuing bank
8-K (Exhibit 10.1)
7/6/2023 000-26642
10.29
Pledge and Security Agreement dated June 30, 2023, among Myriad Genetics, Inc., each of the other Guarantors and JPMorgan Chase Bank, N.A., as administrative agent for the secured parties
8-K (Exhibit 10.2)
7/6/2023 000-26642
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Exhibit
Number Exhibit Description Filed with this
Report Incorporated by
Reference herein
from Form or
Schedule Filing Date SEC File/
Registration
Number
10.30
First Amendment to Credit Agreement and Pledge and Security Agreement, dated as of October 31, 2023, among Myriad Genetics, Inc., the other loan parties party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
8-K (Exhibit 10.1)
10/31/2023 000-26642
Other Exhibits
19 I nsider Trading Policy
X
21.1 List of Subsidiaries of the Registrant
X
23.1 Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)
X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 Clawback Policy
10-K (Exhibit 97.1)
2/28/2024 000-26642
101 The following materials from Myriad Genetics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. Inline XBRL Instance Document – Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X
(+) Management contract or compensatory plan arrangement.
Item 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2025 .
MYRIAD GENETICS, INC.
By: /s/ Paul J. Diaz
Paul J. Diaz
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.
Signatures Title Date
President, Chief Executive Officer and Director (Principal Executive Officer)
By: /s/ Paul J. Diaz February 28, 2025
Paul J. Diaz
Chief Financial Officer (Principal Financial Officer)
By: /s/ Scott J. Leffler
February 28, 2025
Scott J. Leffler
Chief Accounting Officer (Principal Accounting Officer)
By: /s/ Natalie Munk February 28, 2025
Natalie Munk
By: /s/ S. Louise Phanstiel Chair of the Board February 28, 2025
S. Louise Phanstiel
By: /s/ Paul Bisaro Director February 28, 2025
Paul Bisaro
By: /s/ Heiner Dreismann Director February 28, 2025
Heiner Dreismann, Ph.D.
By: /s/ Rashmi Kumar Director February 28, 2025
Rashmi Kumar
By: /s/ Lee N. Newcomer Director February 28, 2025
Lee N. Newcomer, M.D.
By: /s/ Colleen F. Reitan Director February 28, 2025
Colleen F. Reitan
By: /s/ Daniel M. Skovronsky Director February 28, 2025
Daniel M. Skovronsky, M.D., Ph.D.
By: /s/ Mark S. Davis
Director February 28, 2025
Mark S. Davis
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