Mark S. Davis
MYRIAD GENETICSAbout Mark S. Davis
Mark S. Davis, age 62, joined the Myriad Genetics Board on December 10, 2024 and is classified as a Class I director with a term ending at the 2027 Annual Meeting. He is independent per Nasdaq standards and serves as Chair of the Audit and Finance Committee (AFC) and a member of the Nominating and Governance Committee (NGC). Davis is a CPA with a B.B.A. from Adelphi University and spent nearly four decades at Deloitte, including roles as Audit Partner, National Managing Partner of Deloitte Private Enterprises, and Managing Partner of the Long Island office. He is Senior Relationship and Growth Advisor at Cross Country Consulting and brings deep financial reporting, accounting, and governance expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; National Managing Partner, Deloitte Private Enterprises; Managing Partner, Long Island office | 1985–Sep 2024 | Led audit and private enterprise practices; extensive public company reporting experience . |
| Cross Country Consulting | Senior Relationship and Growth Advisor | Current | Advisory role leveraging accounting and growth expertise . |
| NYU-Winthrop Hospital | Advisory Board Member | Current | Advisory board service (governance input) . |
| Adelphi University | Board of Trustees Member | Current | Finance & Investment Committee; Audit Committee . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yext, Inc. | Director | Since Jul 2024 | Audit Committee member; adds public company governance and audit oversight experience . |
Board Governance
- Committee assignments: Chair, Audit and Finance Committee; Member, Nominating and Governance Committee .
- Independence: Board determined Davis is an independent director under Nasdaq rules .
- Attendance: In FY2024, the Board held 10 meetings and no director attended fewer than 75% of Board/committee meetings; AFC met 7x, NGC 6x. Davis joined in Dec 2024; overall Board and committee attendance met policy standards .
- Board structure: Independent Chair separate from CEO; regular executive sessions of independent directors; committees composed solely of independent directors .
Fixed Compensation
| Component | Amount/Detail | Period/Date | Notes |
|---|---|---|---|
| Cash fees (2024) | $0 | FY2024 | Appointed Dec 10, 2024; director compensation table shows no cash in 2024 . |
| RSU grant (appointment) | 22,816 RSUs | Grant date: Dec 10, 2024 | Grant-date fair value $349,997; priced at $15.34; vests Dec 10, 2025 . |
| Unvested RSUs at 12/31/2024 | 22,816 | As of Dec 31, 2024 | Director RSU status table . |
| Standard annual director retainer (policy) | $60,000 cash | Ongoing policy | Paid quarterly; no meeting fees . |
| AFC Chair fee (policy) | +$28,000 cash | Ongoing policy | Role-based . |
| NGC member fee (policy) | +$10,000 cash | Ongoing policy | Role-based . |
| Annual equity grant (policy) | $350,000 value (RSUs) | Annual meeting | Number of units = $350,000 / closing price; vest earlier of 1 year or next annual meeting; cap $500,000 per director per year . |
Policy note: Directors appointed 3–12 months before the next annual meeting receive a prorated equity award at that meeting; appointed within 3 months receive no additional award at that meeting .
Performance Compensation
| Equity Structure Feature | Metric/Term | Weight/Condition | Vesting/Measurement |
|---|---|---|---|
| Director equity form | RSUs (time-based) | N/A (no performance metrics) | Vests after ~1 year or next annual meeting (policy) . |
| Annual grant value | $350,000 | N/A | Units set by grant-date closing price; vest per policy . |
| Per-director annual cap | $500,000 grant-date fair value | N/A | Annual cap under 2017 Plan . |
| Prorated grant policy | Appointment 3–12 months pre-meeting | N/A | Pro-rated units granted at next annual meeting . |
Myriad does not use performance-vested equity for non-employee directors; RSUs are time-based per the 2017 Plan and director policy .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Conflict With MYGN |
|---|---|---|---|
| Yext, Inc. | Enterprise software | Director; Audit Committee | No disclosed transactions with MYGN; no related-party items reported in FY2024; limited overlap with MYGN’s diagnostics customers/suppliers . |
- Related party transactions: Company disclosed no related person transactions since Jan 1, 2024 requiring Item 404(a) disclosure; AFC oversees related party approvals per policy .
Expertise & Qualifications
- Financial reporting and audit oversight: Audit committee financial expert; extensive public company reporting and accounting background as CPA and Deloitte senior leader .
- Governance and board experience: Service on public company (Yext) and institutional boards (Adelphi, NYU-Winthrop) .
- Industry exposure: Experience across technology and healthcare; aligned with MYGN’s needs for financial controls, cybersecurity oversight, and compliance .
Equity Ownership
| Item | Quantity | Date/Context | Notes |
|---|---|---|---|
| Shares beneficially owned | — | As of Apr 8, 2025 | Reported as “—” and less than 1% ownership; RSUs vesting beyond 60 days do not count . |
| Percent of shares outstanding | <1% | As of Apr 8, 2025 | Company-wide ownership table . |
| Unvested RSUs | 22,816 | As of Dec 31, 2024 | Director RSU table . |
| Anti-hedging/anti-pledging | Prohibited | Policy | Company-wide prohibitions; no waivers . |
| Director stock ownership guideline | 5x annual cash retainer | Adopted Feb 13, 2025 | Must hold 50% of shares acquired via vesting/exercise until multiple met; 5-year phase-in . |
| Compliance status | Compliant or within phase-in | As of Dec 31, 2024 | All directors compliant or have time left under 5-year period . |
Governance Assessment
- Board effectiveness: Davis strengthens audit oversight as AFC Chair, with explicit responsibilities covering financial reporting integrity, auditor independence, internal controls, and cybersecurity oversight; AFC charter cited and annual reassessment reported .
- Independence and alignment: Independent director, independent committees, robust anti-hedging/pledging policies, and enhanced director stock ownership guidelines (5x retainer and 50% post-vest holding requirement) support alignment with shareholders .
- Attendance/engagement: Board and committees met frequently in 2024; no directors fell below 75% attendance; Davis appointed late-2024 but holds critical committee roles in 2025 .
- Compensation mix and signals: 2024 director pay for Davis was 100% equity via appointment RSUs; future cash retainers tied to role (AFC Chair and NGC member) per policy; director program avoids performance-vested instruments, limiting pay-for-performance linkage but maintains straightforward alignment via time-based RSUs and share ownership rules .
- Conflicts and red flags: Company disclosed no related party transactions in FY2024; AFC screens such transactions; strong governance features (majority voting, clawback policy adoption, independent comp consultant) reduce risk indicators. No pledging or hedging permitted. No director-specific red flags disclosed for Davis .
Overall signal: Davis’s appointment as AFC Chair and recognized audit expertise bolster investor confidence in financial oversight and risk management. The absence of related-party issues and strict ownership/hedging policies further support governance quality .