Heiner Dreismann, Ph.D.
MYRIAD GENETICSAbout Heiner Dreismann, Ph.D.
Independent director since 2010 (age 71), Dreismann brings over two decades of senior diagnostics leadership from the Roche Group, including President & CEO of Roche Molecular Systems, Head of Global Business Development for Roche Diagnostics, and service on Roche’s Global Diagnostic Executive Committee. He holds an M.S. in biology and a Ph.D. in microbiology/molecular biology (summa cum laude) from Westfaelische Wilhelms University (University of Münster), Germany, and currently serves as Chairman of the Board of Mainz Biomed N.V. He is Chair of Myriad’s Compensation and Human Capital Committee (CHCC) and a member of the Research and Product Innovation Committee (RPIC); the Board has determined he is independent and nominated him to serve through the 2028 Annual Meeting based on contributions to R&D and product innovation strategy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche Group | President & CEO, Roche Molecular Systems | 1985–2006 | Led development and commercial launch of diagnostic products; member of Roche Global Diagnostic Executive Committee |
| Roche Group | Head of Global Business Development, Roche Diagnostics | 1985–2006 | International market expertise; product development and commercialization |
| Talis Biomedical Corporation | Director (prior) | Not disclosed | Not disclosed |
| Med BioGene, Inc. | Director (prior) | Not disclosed | Not disclosed |
| Genenews Limited | Director (prior) | Not disclosed | Not disclosed |
| Interpace Diagnostics | Director (prior) | Not disclosed | Not disclosed |
| Ignyta, Inc. | Director (prior) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mainz Biomed N.V. (Ticker: MYNZ) | Chairman of the Board | Current | Board leadership |
Board Governance
- Committee assignments: Chair, Compensation and Human Capital Committee (CHCC); Member, Research and Product Innovation Committee (RPIC) .
- Independence: Board determined Dreismann is independent under Nasdaq rules .
- Attendance and engagement: Board met 10 times in 2024; CHCC met 5 times; RPIC met 3 times; no director attended fewer than 75% of Board/committee meetings .
- Term and nomination: Nominated for election to serve until the 2028 Annual Meeting; majority voting with resignation policy for directors failing to receive a majority in uncontested elections .
- Governance controls: Robust stock ownership guidelines; anti-hedging and anti-pledging policies; clawback policy; committee charters published .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $60,000 | Standard non-employee director retainer |
| CHCC Chair fee (cash) | $20,000 | Additional annual chair retainer |
| RPIC member fee (cash) | $13,500 | Additional annual committee member retainer |
| Meeting fees | $0 | No per-meeting fees; reimbursed expenses only |
| Total cash paid | $93,500 | Dreismann’s 2024 cash compensation |
Performance Compensation
| Equity Award (2024) | Shares/Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| RSUs | 15,695 RSUs; $349,999 grant-date fair value | June 6, 2024 | Vest upon earlier of one year of service from grant or next annual meeting | Valued at $22.30 closing price on grant date |
| Unvested RSUs (12/31/2024) | 15,695 | — | — | Director RSUs are time-based; no PSUs/options for directors disclosed |
Director equity is time-based RSUs; no performance-conditioned metrics tied to director equity awards disclosed .
Other Directorships & Interlocks
| Company | Role | Current/Past 5 Years | Potential Interlock Notes |
|---|---|---|---|
| Mainz Biomed N.V. (MYNZ) | Chairman | Current | Diagnostics domain; NGC reviews conflicts under Related Person Transactions Policy |
No CHCC interlocks or insider participation; no management on CHCC; Mercer retained as independent compensation consultant with no conflicts .
Expertise & Qualifications
- Deep diagnostics and international commercialization experience from Roche; technical background supports R&D/product innovation oversight .
- Board capability matrix indicates strengths in Finance & Accounting, Leadership, Healthcare and Diagnostic industries .
- Education: M.S. (Biology) and Ph.D. (Microbiology/Molecular Biology), summa cum laude, University of Münster .
Equity Ownership
| As of | Beneficially Owned Shares | % of Outstanding | Unvested RSUs | Notes |
|---|---|---|---|---|
| April 8, 2025 | 131,648 | <1% (asterisked in proxy) | — | Percent based on 92,171,423 shares outstanding |
| December 31, 2024 | — | — | 15,695 | Unvested RSUs reported for directors |
- Director ownership guidelines: 5x annual cash retainer; five-year compliance window; RSUs with only time-based vesting count toward compliance; unexercised options and unvested PSUs do not .
- Compliance: As of Dec 31, 2024, all directors/executives were in compliance with guidelines then in effect or within the five-year phase-in to reach compliance .
- Hedging/pledging: Prohibited for directors, officers, employees; includes derivative transactions and margin/pledging bans .
Governance Assessment
- Alignment: Equity comprised $349,999 of $443,499 total 2024 director compensation (~79% equity, ~21% cash), supporting alignment with shareholder interests .
- Committee leadership: As CHCC Chair, Dreismann leads executive pay oversight; CHCC adopted 2025 STI metrics consistent with 2024 and set 2025 LTI framework; CHCC reports to Board and administers clawback policy .
- Process quality: Independent consultant (Mercer) supports CHCC; Board maintains majority independence, separate Chair/CEO roles, and majority voting with resignation policy .
- Attendance/engagement: Board and committee meetings are frequent; no director fell below 75% attendance in 2024 .
- Conflicts/related-party: NGC oversees conflicts; proxy discloses policies and does not identify any related-party transactions involving Dreismann .
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, or option repricing. Long tenure (since 2010) is a refreshment consideration, but the Board regularly assesses director effectiveness and unanimously nominated him through 2028 for contributions to R&D and innovation strategy .