Lee N. Newcomer, M.D.
MYRIAD GENETICSAbout Lee N. Newcomer, M.D.
Independent Class III director at Myriad Genetics since 2019; age 73. Former Senior Vice President for Oncology & Genetics and Chief Medical Officer at UnitedHealth Group; currently runs Lee N. Newcomer Consulting, LLC. Education: M.D. (University of Nebraska), Master’s in Healthcare Administration & Management (University of Wisconsin–Madison), B.S. (Nebraska Wesleyan). Serves on the Compensation & Human Capital Committee (member) and chairs the Research & Product Innovation Committee; Board deems him independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group (UnitedHealthcare) | SVP Oncology & Genetics; Chief Medical Officer; SVP Health Policy & Strategy | Not disclosed | Led reimbursement/managed care strategy relevant to precision diagnostics |
| Vivius, Inc. | EVP & Chief Medical Officer | Not disclosed | Consumer-directed health plan leadership |
| Park Nicollet Health Systems | Director; Chairman (2 years) | ~10 years (no specific dates) | Hospital system governance; clinical oversight |
External Roles
| Organization | Public/Private | Role | Committees/Notes |
|---|---|---|---|
| Coherus BioSciences, Inc. (CHRS) | Public | Director | Current public company board; no committee detail disclosed here |
| Cellworks Group Inc. | Private | Director | Precision medicine company board |
Board Governance
- Committee assignments: Compensation & Human Capital Committee (member) and Research & Product Innovation Committee (Chair) .
- Independence: Board classifies Newcomer as independent; Board Chair is independent; committees comprise only independent directors .
- Attendance: Board met 10 times in 2024; no director attended fewer than 75% of Board and assigned committee meetings; RPIC met 3 times; CHCC met 5 times .
- Board class/term: Class III; term ends at the 2026 Annual Meeting .
- Governance practices: Anti-hedging and anti-pledging; majority voting with resignation policy; robust stock ownership guidelines; clawback policy adopted in 2024 .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer (cash) | $60,000 | Standard non-employee director retainer |
| RPIC Chair fee (cash) | $28,000 | Chair premium |
| CHCC member fee (cash) | $10,000 | Committee membership fee (members other than chair) |
| 2024 cash actually earned | $98,000 | Sum of role-based retainers |
Performance Compensation
| Equity Type | Grant Date | Shares | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 6, 2024 | 15,695 | $349,999 (15,695 × $22.30) | Vest upon the earlier of one year or next Annual Meeting; annual grants sized at ~$350,000; no performance conditions |
| Unvested RSUs as of Dec 31, 2024 | — | 15,695 | — | Outstanding balance year-end |
Myriad’s director equity is time-based RSUs; non-employee directors do not receive PSUs or options per standard practice disclosed here .
Other Directorships & Interlocks
| Company | Sector | Interlock/Conflict Notes |
|---|---|---|
| Coherus BioSciences (CHRS) | Biopharma | No interlocks with MYGN disclosed; independent classification maintained |
| Cellworks Group | Precision medicine (private) | Private board; no related-party transactions disclosed |
Expertise & Qualifications
- Capabilities: Finance & Accounting, Leadership, Healthcare industry, Diagnostics industry, Research & Development, Public company governance, Provider/Payor perspective .
- Board highlights emphasize payor/reimbursement expertise applicable to coverage and pricing of diagnostics .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Lee N. Newcomer, M.D. | 82,345 | <1% | As of Apr 8, 2025; includes RSUs vesting within 60 days per SEC rules |
- Stock ownership guidelines: Directors must hold ≥5× annual cash retainer; must retain 50% of shares from RSU vesting until compliant; measurement annually; as of Dec 31, 2024, all directors were compliant or within the five-year phase-in period .
- Hedging/pledging: Prohibited for all employees and directors; no waivers granted .
Governance Assessment
- Strengths
- Independent status; robust committee roles (RPIC Chair, CHCC member) signal active engagement in product pipeline and human capital oversight .
- Strong attendance; independent-only committees; enhanced ownership alignment through stringent stock ownership and share retention rules; anti-hedging/pledging .
- No related-person transactions reported since Jan 1, 2024; CHCC uses independent consultant (Mercer) and discloses no interlocks or insider participation conflicts .
- Potential investor-perception risks
- Prior UnitedHealth senior roles vs. UnitedHealthcare’s recent policy reversal on multi-gene PGx panels (including GeneSight) that negatively impacted MYGN outlook; Board classifies him as independent and no related-party transactions are disclosed, but payor ties may draw scrutiny in reimbursement-sensitive debates .
- Compensation alignment
- Director pay structure balanced: fixed cash retainer with role-based fees plus equity (~$350k RSUs) that vests over a year; ownership guidelines enforce ongoing alignment .
- Shareholder signals
- Say-on-Pay approval at 95% in 2024 supports overall compensation governance framework, though this pertains to executives, not directors .
RED FLAGS: None disclosed in proxy relating to related-party transactions, hedging/pledging, attendance shortfalls, or director-specific compensation anomalies .