Mark Verratti
MYRIAD GENETICSAbout Mark Verratti
Mark S. Verratti (age 56) is Chief Operating Officer of Myriad Genetics effective April 30, 2025. He previously served as Chief Commercial Officer (promoted April 14, 2022) and earlier led Myriad Neuroscience (President, Aug 2017–Apr 2022) and Myriad Autoimmune (President, May 2020–Sep 2021). Prior roles include SVP, Chief Sales & Business Development at Assurex (2016), senior leadership at Cyberonics/LivaNova (2005–2016), and Forest Pharmaceuticals. He holds a B.S. in Life Sciences with a minor in Physiology from Pennsylvania State University . Company performance context during his recent tenure: 2024 revenue grew 11% to $837.6M and adjusted EBITDA improved to $40.4M, up $51.9M year-over-year . Executive equity metrics include PSUs tied to revenue, adjusted EPS and relative TSR vs Nasdaq Health Care Index (IXHC) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Myriad Genetics – Neuroscience | President | Aug 2017–Apr 2022 | Led mental health business (GeneSight); contributed to double-digit volume growth across core products in 2023 per CHCC MBO assessment . |
| Myriad Genetics – Autoimmune | President | May 2020–Sep 2021 | Led business until divestiture (Sep 2021) . |
| Myriad Genetics | Chief Commercial Officer | Apr 14, 2022–Apr 30, 2025 | Redefined and strengthened commercial operations; supported revenue growth and customer experience improvements . |
| Assurex Health | SVP, Chief Sales & Business Development | 2016 | Commercial leadership preceding Myriad acquisition of Assurex assets . |
| Cyberonics (now LivaNova) | Senior leadership positions (global) | 2005–2016 | Led international commercial teams . |
| Forest Pharmaceuticals | Commercial leadership | Pre-2005 | Led commercial teams with revenues approaching $500M . |
External Roles
Not disclosed (no current public company directorships or external committee roles reported) .
Fixed Compensation
| Component | 2023 | 2024 | 2025 (COO terms) |
|---|---|---|---|
| Base Salary ($) | $498,750 | $560,000 (+12.3% YoY) | $660,000 |
| Target Bonus (% of Base) | 75% (increased from 60% in 2023 program) | 75% | 75% |
| Actual Annual Bonus ($) | $400,247 | $489,720 | — (not disclosed) |
| Retention / Sign-on | — | — | $400,000 retention bonus payable on 7/1/2027; paid earlier only if Qualifying Separation and then added to severance |
Performance Compensation
Short‑Term Incentive (FY2024)
| Metric | Weighting | Target | Actual | Achievement | Payout contribution |
|---|---|---|---|---|---|
| Revenue | 40% | $830.0M | $837.6M | 109% | 43.6% |
| Adjusted Operating Income | 30% | $7.2M | $21.8M | 150% | 45.0% |
| Employee Engagement | 5% | 77th percentile | 79th percentile | 107% | 5.4% |
| Customer NPS | 5% | 65th percentile | 71.6th percentile | 133% | 6.7% |
| Individual MBOs (Verratti) | 20% | Programmatic | Achieved most objectives | 80% score | 16% |
| Total payout (Verratti) | — | — | — | — | 116.6%; bonus $489,720 |
Program design: formula-driven with objective measures; financial metrics weighted higher for executives; Verratti weighting: Revenue 40%, Adjusted Operating Income 30%, Engagement 5%, NPS 5%, MBOs 20% .
Long‑Term Incentive
| Grant | Date | Type | Quantity | Vesting / Performance |
|---|---|---|---|---|
| Annual LTI | Mar 14, 2024 | PSUs | 58,630 | 3-year vest; metrics and weights: Revenue 34% (FY2026), Adjusted EPS 33% (FY2026), Relative TSR 33% vs IXHC (1/1/2024–12/31/2026); capped at target if absolute TSR negative . |
| Annual LTI | Mar 14, 2024 | RSUs | 58,631 | Time-based vest, 33.3% per year over 3 years . |
| Promotion RSU | On/Before Jun 30, 2025 | Performance RSUs | 105,785 | Four equal tranches vest upon 20‑day avg stock price exceeding 1.5x, 2.0x, 2.5x, 3.0x of price on 4/30/2025; no vesting before first anniversary; corporate transaction treatment per 2017 Plan . |
| 2025 Annual LTI eligibility | 2025 | RSUs/PSUs mix | Up to $2.75M value | 50% RSUs (time‑based), 50% PSUs (performance) per CHCC discretion . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 222,739 shares (<1% of outstanding) as of April 8, 2025 . |
| Ownership Guidelines | COO required to hold 3× base salary; 5 years to comply; RSUs with time-based vest count; PSUs and unexercised options do not count . |
| Holding Requirement | Must hold 50% of shares acquired via RSU vest or option exercise (net of taxes) until guideline met; if below guideline after phase-in, sales prohibited (except for taxes) . |
| Hedging/Pledging | Prohibited: hedging, derivatives, margin purchases, pledging of Company stock . |
| Compliance Status | As of 12/31/2024, all directors/executives were in compliance with prior guidelines or within phase-in window for revised 2025 guidelines . |
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Role transition | Appointed COO effective April 30, 2025 . |
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason: lump sum equal to 100% of (base salary + target bonus); pro‑rated target bonus for year; immediate vesting of RSUs scheduled to vest within 2 years post‑separation; PSUs remain outstanding and vest based on performance for up to 2 years; COBRA premium reimbursement up to 12 months or until re‑employment . |
| CoC (double trigger) | If termination without Cause or for Good Reason within 3 months before, at, or within 24 months after a Change of Control: same severance as above, plus immediate full vesting of all outstanding and unvested equity awards . |
| Restrictive covenants | Employee Invention Assignment, Confidentiality & Restrictive Covenants Agreement incorporated by reference (Exhibit B) . |
| Clawback | Company-wide clawback policy compliant with SEC/Nasdaq; recoupment of excess incentive compensation upon covered restatements (3 prior fiscal years) . |
Compensation Committee & Governance Notes
- Independent consultant: Mercer advises CHCC on peer benchmarking and program design; peer group updated to add Veracyte and remove bluebird bio in 2024 .
- Pay practices: 50% of executive equity in PSUs, no single‑trigger CoC vesting, anti‑hedging/pledging, robust ownership guidelines, annual say‑on‑pay .
- Say‑on‑pay approvals: 95% support in 2024; 96% in 2023 .
Performance & Track Record
- FY2024: Company revenue +11% YoY to $837.6M; adjusted EBITDA $40.4M; adjusted operating income $21.8M; adjusted EPS $0.14 .
- Commercial execution: CHCC recognized Verratti’s 2024 MBO progress (achievement “most objectives,” 80% MBO score contributing 16% to bonus) .
- 2023 achievements: CHCC credited him with contributing to double‑digit volume growth across core products; 2023 bonus $400,247 .
Compensation Structure Analysis
- Cash vs equity mix: Significant variable/at‑risk compensation via PSUs/RSUs and formula‑driven STI; Verratti’s STI metrics emphasize revenue and adjusted operating income (70% combined weighting) .
- Shift to PSUs: CHCC maintains 50% of executive equity in PSUs with rigorous multi‑metric performance and TSR cap (risk‑aligned) .
- Guaranteed/Discretionary pay: No guaranteed bonuses; STI payouts calculated formulaically; limited discretion used for engagement/NPS interpretation in 2023 program .
- Equity modifications: No option repricing; PSUs capped if absolute TSR negative (shareholder-friendly) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; 50% post‑vest holding requirement reduces forced selling pressure .
- Severance multiples: 1× base+target outside CoC and double-trigger equity acceleration only upon qualifying termination (limits windfalls) .
- No related party transactions disclosed for Verratti .
Compensation Peer Group (benchmarking)
- 2024 peer group updated (e.g., Veracyte added; bluebird bio removed); CHCC uses market data to target pay levels; program references 25th/50th/75th percentiles .
Say‑on‑Pay & Shareholder Feedback
- Strong support for executive pay (95% in 2024; 96% in 2023); ongoing engagement and program refinements (ownership multiples increased in 2025) .
Investment Implications
- Alignment: Heavy use of PSUs tied to revenue, EPS, and relative TSR—plus new stock‑price milestone RSUs—creates strong linkage to shareholder returns and operational execution .
- Retention: Retention bonus ($400k, payable 2027) and severance protection (1× cash + two‑year equity look‑forward; 12‑month COBRA) mitigate turnover risk while avoiding excessive guarantees; double‑trigger CoC acceleration reduces “deal risk” for talent flight .
- Trading signals: Anti‑hedging/pledging and mandatory post‑vest holding (50%) limit near‑term selling pressure; monitor Form 4 activity around RSU vest dates and potential achievement of stock‑price milestones on the promotion RSUs .
- Performance momentum: FY2024 financials (rev +11%, adjusted EBITDA positive) supported above‑target STI payout; watch UNH PGx policy headwinds and 2025 guidance execution for PSU outcomes .