Jennifer Fox
MYRIAD GENETICSAbout Jennifer Fox
Jennifer Fox is Chief Legal Officer of Myriad Genetics (MYGN), appointed in September 2024; she is 52 and brings deep legal, external affairs, and ESG leadership plus scientific training in molecular biology and biochemistry . Company performance during her tenure period reflects broader execution: FY2024 revenue was $837.6M (+11% YoY) and adjusted EBITDA $40.4M, with the value of a $100 MYGN investment since mid-2019 at $49.35 vs. $116.11 for the Nasdaq Health Care Index peer group . MYGN’s executive pay framework uses objective metrics (revenue, adjusted operating income, employee engagement, customer NPS) and long-term PSUs tied to revenue, adjusted EPS, and relative TSR vs. IXHC, under a clawback and strict anti-hedging/pledging policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emergent BioSolutions Inc. | EVP, External Affairs, General Counsel & Corporate Secretary | Mar 2022 – Aug 2024 | Led legal, government/public affairs, communications, and ESG, aligning regulatory, stakeholder, and corporate governance priorities . |
| Emergent BioSolutions Inc. | SVP, Legal Affairs, Deputy General Counsel | Jan 2020 – Feb 2022 | Strengthened legal operations and risk management . |
| Emergent BioSolutions Inc. | VP, Associate General Counsel | Dec 2018 – Dec 2019 | Advanced corporate legal support and compliance . |
| Brinks, Gilson & Lione | Attorney & Shareholder | Oct 2011 – Nov 2018 | IP litigation/prosecution; bolstered biotech IP portfolio strategy . |
| Novozymes; GSK | In-house attorney | Not disclosed | Supported life-science legal and compliance functions . |
| NIH; GSK | Research scientist | Not disclosed | Early scientific research foundation in molecular biology/biochemistry . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Brinks, Gilson & Lione | Attorney & Shareholder | Oct 2011 – Nov 2018 | External law firm leadership in IP . |
| NIH; GSK | Research scientist | Not disclosed | Pre-legal scientific roles . |
Fixed Compensation
- MYGN’s executive program comprises base salary, annual cash incentive (formula-driven), and long-term equity (RSUs and PSUs). Individual compensation for non-NEO executives (e.g., Chief Legal Officer) is not disclosed in the proxy .
Performance Compensation
| Metric | Weighting (execs generally) | Target | Actual | Payout | Vehicle |
|---|---|---|---|---|---|
| Revenue | Financial metrics comprised 50–70% of exec scores (varied by role) | $830.0M | $837.6M | 109% of target | 2024 STIP cash bonus . |
| Adjusted Operating Income | Financial metrics comprised 50–70% of exec scores (varied by role) | $7.2M | $21.8M | 150% of target | 2024 STIP cash bonus . |
| Employee Engagement | Typically 5% | Median 77th percentile | 79th percentile | 107% of target | 2024 STIP cash bonus . |
| Customer NPS | Typically 5% | Median 65th percentile | 71.6th percentile | 133% of target | 2024 STIP cash bonus . |
Long-term equity design:
- RSUs: one-third vest annually over 3 years (March grant cycle) .
- PSUs: 34% revenue, 33% adjusted EPS (FY2026), 33% relative TSR vs. IXHC (Jan 1, 2024–Dec 31, 2026); vest on 3-year anniversary; max payout 150%, capped at target if absolute TSR is negative .
Equity Ownership & Alignment
| Policy/Guideline | Detail |
|---|---|
| Anti-hedging & anti-pledging | Prohibits hedging, short sales, derivatives; bans pledging or margin accounts for company securities . |
| Clawback policy | Adopted Sept 21, 2023; mandatory recoupment of excess incentive comp for restatements over prior 3 years; covers GAAP, non-GAAP, stock price, TSR-based pay . |
| Stock ownership guidelines (execs) | CEO 6x salary; COO/CCO/CFO 3x; Other executive officers (incl. Chief Legal Officer) 2x salary; 5-year compliance window; RSUs count; PSUs do not until earned . |
| Holding requirement | Must hold 50% of net shares from vesting/exercise (taxes excluded) until guideline met; if below guideline post phase-in, selling prohibited (tax exceptions) . |
| Compliance status | As of Dec 31, 2024, all directors and executive officers were compliant or within the five-year phase-in period to meet requirements . |
Employment Terms
| Trigger | Cash Economics | Equity Treatment | Benefits | Structure |
|---|---|---|---|---|
| Termination without Cause or for Good Reason (no Change of Control) | 1x salary + 1x target bonus; pro-rata target bonus for current year . | RSUs scheduled to vest within 2 years accelerated; PSUs remain outstanding and can vest for 2 years if metrics achieved . | COBRA up to 12 months . | Standard for executive officers (Diaz had separate, Raha higher) . |
| Change of Control + termination (double trigger; within 3 months before or 24 months after) | Same cash as above . | Immediate vesting of all outstanding/unvested equity awards . | COBRA up to 12 months . | Double-trigger; change-in-control threshold 50% . |
| Death/Disability | Pro-rata target bonus; pro-rata vesting of time-based awards (monthly interpolation) and any earned performance-based vesting as determined . | As stated . | N/A beyond standard . | Applies to execs . |
Performance & Company Results (context for pay-for-performance)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($USD Millions) | $753.2 | $837.6 |
| Adjusted EBITDA ($USD Millions) | $(11.5) | $40.4 |
| Value of $100 investment since 6/30/2019 – MYGN | $68.90 | $49.35 |
| Value of $100 investment since 6/30/2019 – IXHC (peer) | $117.12 | $116.11 |
Expertise & Qualifications
- Education: JD (North Carolina Central University); MS in molecular biology & biochemistry; BS in Biology (University of Toledo) .
- Technical/legal domains: corporate legal, external affairs, communications, ESG; IP law; prior scientific research .
- Industry experience: Biopharma (Emergent), biotech/bioprocess (Novozymes), pharma (GSK), and federal research (NIH), plus private practice in IP .
Investment Implications
- Compensation alignment: Formula-driven STIP tied to revenue and profitability plus engagement/NPS; long-term PSUs tied to multi-year revenue, adjusted EPS, and relative TSR—supported by clawback and strict anti-hedging/pledging—reduces misalignment risk and discourages short-termism .
- Retention and change-in-control: Standard double-trigger protection (1x salary+bonus, full equity acceleration on CoC separation) and 2-year acceleration for non-CoC terminations balance retention vs. shareholder dilution; Chief Legal Officer is covered under standard executive arrangements .
- Ownership discipline: 2x salary guideline, RSUs counted, and 50% holding requirement until guidelines met temper insider selling pressure; as of year-end 2024, execs were compliant or within phase-in .
- Execution risk: Short tenure (since Sept 2024) limits role-specific track record disclosure; however, company-level 2024 performance improved (revenue +11% YoY, adjusted EBITDA positive) while TSR lagged IXHC, underscoring continued need for sustained profitability and relative return improvements to drive PSU outcomes and investor confidence .